What is a company's constitution?

Every private company incorporated in Singapore is required to have a Constitution. This Constitution is commonly referred to as “Memorandum and Articles of Association (M&AA)” in the past. However, with the amendment of the Companies Act, the M&AA is now merged and referred to as a single document called “Constitution”.

A company’s Constitution is filed with ACRA at the time of its incorporation and may subsequently be amended by a special resolution. A company may either amend certain regulations stated in its Constitution or may adopt a new Constitution in its entirety. You can find more details in this article on how to amend or adopt a new constitution.

What's the aim of the constitution?

A Constitution regulates and governs the activities of the company and outlines the regulations and procedures a company must follow. Every company must ensure that all activities of the company is conducted in accordance with its Constitution. 

A Constitution is a legal document and should be prepared by lawyers.

Please note that Sleek will not be able to assist to amend the Constitution and the amended/new Constitution should be prepared by lawyers.

Subscriber portion of the Constitution

Here are some notes regarding the subscriber portion of the constitution.

  1. The subscriber portion of the Constitution should reflect the details of the subscribers at the time of incorporation (Please do not amend to reflect current shareholding)
  2. Ideally, the subscriber portion of the Constitution adopted at the time of incorporation should be extracted and inserted into the new Constitution (shareholders should not be re-signing the new Constitution)

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