Singapore replaced the memorandum and articles with a single constitution. A company may adopt the Model Constitution prescribed by regulation, adopt it with modifications, or register its own. The Model Constitution is applied by default to a company that registers none — which is convenient, and almost never what a company with investors actually wants.
Constitution
of [COMPANY NAME] — a private company limited by shares
Singapore replaced the memorandum and articles with a single constitution. A company may adopt the Model Constitution prescribed by regulation, adopt it with modifications, or register its own. The Model Constitution is applied by default to a company that registers none — which is convenient, and almost never what a company with investors actually wants.
| Item | Detail |
|---|---|
| Company name | [COMPANY NAME] |
| UEN | [UEN] |
| Type | Private company limited by shares |
| Date of incorporation | [DATE] |
| This constitution adopted on | [DATE] |
| By | [Subscribers on incorporation / Special resolution passed on ______] |
| Registered office | [ADDRESS] |
| Financial year end | [DATE] |
1. Name, Status and Liability
1.1The name of the company is [COMPANY NAME] (the "Company").
1.2The Company is a private company limited by shares.
1.3The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
1.4The Company has full capacity to carry on or undertake any business or activity, do any act, or enter into any transaction, and full rights, powers and privileges for those purposes. The Company is not restricted to stated objects; the objects clause of the old memorandum has no counterpart here unless the Company chooses to impose one.
2. Shares
2.1Shares in the Company have no par value.
2.2Subject to the Companies Act 1967 and to any agreement among members, the directors may allot and issue shares, grant options over shares, and issue shares of different classes with such rights as the Company determines by ordinary resolution or, where no resolution is passed, as the directors determine.
2.3The rights attaching to each class of shares are set out in Schedule 1.
2.4The Company shall not issue shares to more than 50 members, excluding employees and former employees who acquired shares while employed and have continued to hold them, and shall not invite the public to subscribe for shares or debentures.
2.5The Company may, subject to the Companies Act 1967, purchase or acquire its own shares, reduce its share capital, and provide financial assistance in the circumstances permitted.
2.6The Company shall keep an electronic register of members maintained by the Registrar, and the register maintained by the Registrar is prima facie evidence of the matters recorded in it. Entry on the Registrar’s register, not on any internal register, determines legal title.
6 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Singapore replaced the memorandum and articles with a single constitution in 2016. Documents referring to a memorandum, articles of association, or an objects clause are either out of date or ported from another jurisdiction, and it is immediately visible to a company secretary or a lawyer reviewing them.
A company that does not register its own constitution has the Model Constitution prescribed by regulation applied to it. That is workable for a simple company with a single shareholder, and it is almost never what a company with outside investors wants — particularly on transfer restrictions, pre-emption and interested-director voting. Decide deliberately rather than by omission.
The concept of par value was abolished. References to nominal value, share premium account or paid-up value per share are legacy concepts that do not apply. Capital is simply the amount received for the shares.
For private companies the electronic register of members maintained by the Registrar is prima facie evidence of legal title. A company that keeps a careful internal register but does not lodge transfers promptly has an internal record that does not match legal reality. Lodge on completion.
Duty is payable on a transfer of shares and the instrument must be stamped within the prescribed period, with penalties for late stamping. An unstamped transfer instrument is also inadmissible in evidence. Build stamping into the completion checklist rather than treating it as an afterthought.
This is a continuing requirement, not merely a condition of incorporation. A company whose only resident director resigns or leaves Singapore is in breach until a replacement is appointed. Where a nominee director is used to meet it, note that appointments made by way of business must be arranged through a corporate service provider registered with the authority.
Where the Company has one director, that director cannot resign leaving the office vacant. A replacement must be appointed. Founders restructuring or exiting frequently discover this at the least convenient moment.
The office must be filled within six months of incorporation and must not remain vacant for more than six months. The secretary must be ordinarily resident in Singapore, and for a company with a sole director the secretary cannot be that same person.
A private company may dispense with annual general meetings by resolution, and is exempt in the circumstances the Act allows, including where financial statements are sent to members within the prescribed period. Many private companies still convene meetings out of habit. Decide which basis applies and be consistent, because the timing of the annual return depends on it.
Clause 6.8 is drafted as a choice because it is one, and because the default should not be adopted unthinkingly. In a company with investor directors, whether an interested director may vote and count in the quorum affects who controls related-party decisions. Settle it alongside the shareholders’ agreement, not separately.
A director must declare the nature and extent of an interest in a transaction with the Company. The duty is personal and statutory, not merely constitutional, and failure carries consequences for the director individually. Keep a standing agenda item and a register of declarations.
Paying a dividend otherwise than out of profits exposes directors personally. In an early-stage company with accumulated losses this is a live issue, and founders taking money out of the company should be clear whether they are taking salary, director’s fees, a dividend or a loan — the treatment differs for tax, contributions and director liability.
A company exempt from audit as a small company, or as part of a small group, must continue to meet the qualifying criteria. Growth through the thresholds is easy to miss until the year in which an audit is suddenly required and no auditor has been appointed.
Entrenchment protects a provision beyond a special resolution but is difficult to unwind and can hand a veto to a member who later has no interest in cooperating. Schedule 3 exists so the decision is explicit. Most companies should leave it empty.
Where a shareholders’ agreement provides for pre-emption, drag-along, tag-along, board composition or reserved matters, the constitution must be consistent with it. Inconsistency between the two is one of the most common findings in due diligence, and it is usually caused by adopting a model constitution alongside a bespoke agreement.
Reflects Singapore law current as of {{DATE OF USE}}. The Companies Act 1967 is amended regularly, and requirements on registers, nominee arrangements, meetings and audit exemption all change — have any constitution settled by a company secretary or corporate lawyer before adoption, particularly where investors are involved.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.