Singapore Company Constitution
A company constitution in Singapore defines the rules by which a company must operate. It outlines the scope of the company’s activities, its legal name, and the procedures by which its members will interact and conduct business. It also specifies the rights and privileges of the company and those of its members and officers. By law, the company must - at all times - act in accordance with its constitution. Therefore, the preparation of an appropriate constitution is an important task before you incorporate a company.
In Singapore, a company must adopt a constitution at the time of its incorporation. If required, a company constitution can be changed at a later date by following the appropriate procedure. Although Singapore Companies Act does not prescribe the rules that must be included in a constitution, any provisions in the company’s constitution that are contrary to or violate the regulations as set forth in the Companies Act are not enforceable.
This article will discuss the constitution of the company, its contents, and the main provisions of the Company Law pertaining to the constitution.
Topics Covered in the Article
What is the Company Constitution?
What is the Memorandum of Association and Articles of Association (M&AA)?
Prior to the Companies (Amendment) Act 2014, two different documents namely Memorandum of Association and Articles of Association (M&AA) were required that together served this function. As part of the Amendment 2014, these two documents have been merged into a single document called the company constitution.
According to the Singapore Companies Act, the constitution of a company is legally defined as:
- The constitution that a company registers with the Registrar, or
- In the case of companies existing before the 2014 Amendment to the Companies Act, the Memorandum and Articles of Association (M&AA) of the company were in force immediately before the amendment date.
The constitution of the firm states the name of the company, the type of business it will carry, the liability of its members, and the capital amount of the company. The company constitution also outlines the main purpose of the company, the responsibilities and rights of the directors, and how a company must operate. A company has to abide by all the rules set out in the constitution.
Contents of a Singapore Company Constitution
Except for some mandatory sections, the Companies Act Singapore does not specify what specifically should be the contents of a company’s constitution. But for the most part, the constitution will contain various rules regarding the internal management of the company including shareholders’ rights, the conduct of shareholders’, share transfer rules, appointment and powers of directors, and directors’ meetings.
The Companies Act specifies the following to be the mandatory sections of the company’s constitution in Singapore:
1. Name Clause
2. Registered Office Clause
3. Liability Clause
4. Capital Clause
5. Subscriber Clause
This clause should state:
- The subscribers to the constitution and the full name, address, and occupation of each subscriber.
- The number of shares that each subscriber agrees to take in the company’s capital.
Drafting a Company Constitution
A person who wishes to set up a new company has to first draft the constitution. There are three main options for Singapore company to draft a constitution:
- Opt for a Model Constitution;
- Prepare a draft constitution for itself as per its business requirements; or
Contact a professional corporate service provider for assistance in drafting a constitution.
Model Constitution ACRA
Download Company Constitution Sample Singapore
How to Draft a Company Constitution in Singapore?
The constitution is the main operating document of a company and any provisions which a company fails to include in its constitution could lead to ambiguities and difficulties later. Drafting the constitution in line with the Company Law and the main object of the business is of utmost importance.
Remember these things when drafting the company constitution:
- The constitution must contain a legal statement signed by the subscribers agreeing to form the company
- Keep the business objective and purpose in mind while framing the rules for operating the company.
Adoption of Company Constitution in Singapore
The company constitution is adopted at the time of forming the company. This is a required document that must be submitted at the time of company registration. A person named either as a director or a secretary in the constitution of the proposed company must make a declaration to the Registrar stating that he or she has verified the identity of the subscribers as well as the persons who are to act as the officers of the proposed company.
The Registrar can refuse the registration of a proposed company’s constitution if:
- The company is setting up business activities that will be considered unlawful or that will disrupt the public peace and welfare in Singapore; or
- The registration is contrary to the national security as well as the interest of Singapore.
The company has to keep its constitution at its registered office. Each subscriber to the constitution must sign it and state the number of shares that he or she has agreed to take.
The constitution of the firm is open to inspection at the registered office of the company. A company can send a copy of the constitution to a member if so requested, on the payment of $5 or lesser amount as fixed by the company’s directors.
Note that every company has to comply with these provisions of the Company Law. In case of a violation, the company will be guilty of an offense and fined accordingly.
Binding Effects of Company Constitution Adoption
The firm constitution automatically creates a contract between the company and its members and among the members themselves. The Companies Act Singapore states:
“Subject to this Act, the constitution of a company shall when registered bind the company and the members thereof to the same extent as if it respectively had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the constitution”
The constitution of the firm will not have any binding contract between the company and outsiders.
Making Changes in Constitution of Company
The company constitution in Singapore defines the scope of the activities that the company carries out. The constitution is a prerequisite for a company before its incorporation. Since it is one of the most important documents, the company must take great care while drafting it. If you need assistance with drafting a Singapore company constitution, contact us, and we will be happy to help.
Corporateservices.com will ensure that your company constitution complies with Singapore's Companies Act and other relevant laws and regulations.
TOM LERNDAL, ATURE PTE. LTD.