Singapore Company Constitution: A Practical Guide for Founders

Published: 12 August 2026 · Last reviewed: 16 October 2026 · Reviewed by Ray Tay, Co-Founder & Managing Director, VIVOS PTE. LTD. (ACRA Filing Agent FA20240323 · MOM EA Licence 24S2425)

Quick answer: A Singapore company constitution is the rulebook for a company’s shares, meetings and directors. Under section 39(1) of the Companies Act 1967, it binds the company and its members as a contract. On Bizfile, founders either upload a custom constitution or adopt ACRA’s Model Constitution. Later changes need a special resolution (a 75% majority) lodged with ACRA within 14 days.

Every Singapore company must have a constitution. At incorporation on Bizfile you either attach your own or select ACRA’s Model Constitution; a company adopting the whole model unchanged selects it rather than uploading a copy. The company constitution is the legal document that defines how your company is governed internally.

Your immediate next steps:

Choose your approach: Adopt the ACRA Model Constitution (faster, lower cost) or draft a bespoke constitution (required for complex share structures or investor protections).
Prepare subscriber signatures: For a custom constitution, every founding shareholder (subscriber) signs it before you submit.
Lodge via Bizfile: Submit the signed constitution or select the Model Constitution option through Bizfile during the incorporation application.
Appoint a company secretary within six months of incorporation to maintain ongoing compliance and record-keeping.

Key Takeaways

A Singapore company constitution is a mandatory statutory contract lodged at incorporation, and the choice between the Model Constitution and a bespoke document determines your governance flexibility for years ahead.

Point	Details
Constitution required at incorporation	Every company needs one at incorporation: attach a custom constitution or select the Model Constitution on Bizfile.
Model vs. bespoke decision	Adopt the Model Constitution for simplicity; draft bespoke if you have multiple share classes, investor protections, or entrenchment needs.
Special resolution threshold	Amending the constitution needs a special resolution: three-fourths of members voting at a meeting, or 75% of total voting rights in writing; entrenched clauses need every member.
Signed copy at registered office	A copy signed by the subscribers must be kept at the registered office (s.22(4)); members can ask for a copy for up to S$5 (s.40(1)).
VIVOS incorporation support	VIVOS provides fixed-fee incorporation packages covering constitution drafting, Bizfile filing, and ongoing corporate secretarial compliance.

What a company constitution is and why it binds everyone in your company
Mandatory contents under the Companies Act and what you cannot leave out
Model Constitution versus bespoke: how to choose the right option
How to submit your constitution through Bizfile at incorporation
How to amend the constitution: resolutions, filing, and timing
Common customizable clauses and how to draft them without creating future disputes
Regulatory risks, penalties, and record-keeping obligations you need to know
How VIVOS supports constitution drafting, incorporation, and ongoing compliance
The pitfalls most founders only discover after it’s too late
VIVOS handles your constitution drafting and corporate secretarial filing
FAQ
Sources

What a company constitution is and why it binds everyone in your company

Singapore replaced the separate Memorandum and Articles of Association with a single document called the Constitution. This consolidation means founders no longer manage two separate governing instruments. The Constitution is now the single governing document for every Singapore-incorporated company.

Under section 39(1) of the Companies Act, the constitution binds the company and its members as if each member had signed it. A shareholder can enforce a constitutional provision against the company, and the company can enforce it against a member, much as parties enforce a commercial contract. Directors and the company secretary must act within it, but they are not parties to that statutory contract.

The constitution is the foundational contract of your company. Every decision about share transfers, director appointments, dividend distributions, and meeting procedures flows from it. Founders who treat it as a formality often discover its importance only when a dispute arises.

Who it affects and how:

Company: Must act within the powers and procedures the constitution sets out.
Members/shareholders: Bound by share transfer restrictions, pre-emption rights, and voting procedures.
Directors: Governed by appointment, removal, quorum, and authority clauses.
Company secretary: Usually keeps the statutory records, including the copy of the constitution held at the registered office, and lodges amendments with ACRA.

Mandatory contents under the Companies Act and what you cannot leave out

Section 22(1) of the Companies Act sets the minimum contents. The constitution must be dated and must state:

the company name;
whether members’ liability is limited by shares, limited by guarantee or unlimited;
for guarantee and unlimited companies, the number of members it registers with;
the full names, addresses and occupations of the subscribers;
that the subscribers wish to form the company and, if it has share capital, how many shares each takes (at least one each, s.22(2)).

Share capital amounts are not required (s.22(1A)), and the registered office address is a separate requirement under section 142, given on Bizfile rather than in the constitution.

Beyond these minimums, most constitutions include a standard set of governance provisions:

Director appointment and removal procedures
Board meeting quorum and voting rights (including casting vote)
General meeting notice periods and procedures
Share transfer mechanics and pre-emption rights
Dividend declaration procedures
Company secretary appointment

Statutory constraints you cannot override: The Companies Act sets floors, not ceilings, for resolution thresholds. Ordinary resolutions require a simple majority (more than 50% of votes cast). Special resolutions require at least 75%. You can set higher thresholds in your constitution, but you cannot set them lower than these statutory floors.

Pro Tip: Always define key terms in a dedicated definitions clause at the front of the constitution. Ambiguous terms in operative clauses are the most common source of shareholder disputes, and a clear definitions section resolves most of them before they escalate.

Model Constitution versus bespoke: how to choose the right option

The Companies (Model Constitutions) Regulations 2015 prescribe the Model Constitution for private companies limited by shares (First Schedule) and for companies limited by guarantee (Second Schedule), in force since 3 January 2016. ACRA links the Model Constitution PDF from its guide on preparing or adopting a company constitution, and founders can adopt it at incorporation without uploading a separate document.

Advantages of adopting the Model Constitution:

No drafting cost or legal fees for the constitution itself.
Fully compliant with the Companies Act out of the box.
Faster incorporation process.
Choosing “in force from time to time” means the company automatically adopts future changes to the Model Constitution (s.37(3)(b)), reducing the need for manual amendments.

Limitations of the Model Constitution:

Not tailored for preference shares, convertible instruments or investor rights.
No investor protection clauses (anti-dilution, information rights, drag-along/tag-along).
No entrenching provisions for minority shareholders.
No reserved matters or veto rights for specific shareholders.
Standard pre-emption rights may not match investor term sheet requirements.

When a bespoke constitution is the right choice:

Your cap table includes or will include preference shareholders or convertible instruments.
An investor’s term sheet requires specific constitutional protections.
Founders want entrenchment provisions to protect minority rights.
The company has complex reserved matters or board composition requirements.
You are structuring a joint venture with defined governance rights for each party.

Pro Tip: If you are raising a seed or Series A round within 12–18 months of incorporation, draft a bespoke constitution from day one. Retrofitting investor protections via a constitutional amendment after a round closes requires a special resolution and ACRA filing, adding cost and delay at a time when you have other priorities.

How to submit your constitution through Bizfile at incorporation

Lodging the constitution is part of the standard incorporation application on Bizfile. The process differs slightly depending on whether you adopt the Model Constitution or upload a bespoke document. A full walkthrough of the incorporation process is available in the VIVOS Singapore incorporation guide.

Log in to Bizfile with Singpass, or have a registered filing agent or corporate service provider file for you.
Start the local company registration and confirm the company type as a private company limited by shares.
Choose your constitution option: Under “Submit constitution”, select “Use model constitution”, or select “Attach customised constitution” and upload your signed PDF.
If adopting the Model Constitution, specify whether you adopt it “in force from time to time” (recommended for most startups) or “in force at a point in time” (locks to the current version).
Enter subscriber details: Names, identification numbers, and the number of shares each subscriber takes up at incorporation.
Each director, secretary and shareholder endorses the application on Bizfile with Singpass within 60 days, unless a corporate service provider files it. The company keeps each director’s signed Form 45 (and the secretary’s Form 45B) at the registered office; these forms are not lodged with ACRA.
Confirm the registered office address in Singapore where the signed constitution will be kept.
Submit and pay: S$15 for the name application and S$300 for registration. ACRA says most registrations are approved soon after payment; complex applications may take up to 15 working days, and those referred to other agencies 14 to 60 days.
Retain the signed original constitution at the registered office immediately upon incorporation. This is a statutory obligation, not an administrative preference.

Practical timing notes:

Have all subscriber signatures on the bespoke constitution before you begin the Bizfile application.
Appoint a company secretary within six months of incorporation. A qualified secretary helps maintain lodgement compliance and record-keeping from day one.
Keep an electronic copy of the signed constitution for the Bizfile upload; ACRA requires a legible PDF.

How to amend the constitution: resolutions, filing, and timing

Amending the constitution requires a special resolution (s.26(1)). At a general meeting, that means at least three-fourths of the members voting, on at least 14 days’ written notice for a private company (s.184). As a written resolution, members holding at least 75% of total voting rights must agree (s.184A). Entrenched clauses can be changed only with every member’s agreement (s.26A).

Entrenching provisions are a practical tool for protecting minority investors without relying on side letters or shareholders’ agreements alone. They can be included when the company is formed; after that, an entrenching provision can be added, altered or removed only if all members agree (s.26A).

Filing process after passing a resolution:

Prepare the written special resolution or minutes of the general meeting.
Within 14 days, lodge the special resolution and a copy of the constitution as amended on Bizfile, using the File Alteration of Constitution eService (ss.26(2) and 186). ACRA charges no fee for this filing.
Make sure any copy the company issues afterwards shows the change (s.40(2)).
Notify the company secretary to update the company’s statutory registers.

VIVOS’s governance and meeting management services cover the full amendment cycle, from drafting the resolution to lodging with ACRA.

Common customizable clauses and how to draft them without creating future disputes

A bespoke constitution gives founders precise control over governance. The clauses below are the ones most frequently customized and most frequently the source of disputes when drafted poorly.

High-value clauses to customize:

Share classes and rights: Define voting rights, dividend priority, liquidation preference, and conversion mechanics for each class. Vague class definitions create disputes at exit.
Pre-emption on transfer: Specify the notice period, the pricing mechanism (agreed value, auditor valuation, or last-round price), and what happens if existing shareholders do not exercise their right.
Reserved matters: List decisions that require shareholder approval above the ordinary resolution threshold. Common items include issuing new shares, taking on debt above a threshold, and changing the business scope.
Board composition: State the number of directors each shareholder class may appoint and remove, and specify what happens when a shareholder’s ownership falls below a trigger percentage.
Director quorum and casting vote: Define the quorum for board meetings and whether the chairperson holds a casting vote in deadlock situations.
Dividend policy: Specify whether dividends require board recommendation plus shareholder approval, or board resolution alone.
Deadlock resolution: Include a mechanism (buy-sell clause, independent valuation, mediation) for situations where the board or shareholders cannot reach a decision.

Drafting practices that reduce disputes:

Use plain language for operative clauses. A clause that requires a lawyer to interpret at every board meeting is a poorly drafted clause.
Specify notice periods in calendar days, not “reasonable notice.”
Cross-reference the Companies Act where the statute sets the floor, so readers know the constitutional provision cannot be read below that floor.
Avoid conflicting clauses. If the share transfer clause and the pre-emption clause use different pricing mechanisms, one will override the other in a dispute.

Pro Tip: Never rely on a shareholders’ agreement alone to protect governance rights. A shareholders’ agreement binds only its signatories. A constitutional provision binds every member, including future transferees who were not party to the original agreement.

Regulatory risks, penalties, and record-keeping obligations you need to know

Failing to maintain constitutional compliance exposes directors and the company to enforcement risk under the Companies Act. The obligations are specific and non-negotiable.

Statutory record-keeping requirements:

A copy of the constitution signed by the subscribers must be kept at the registered office (s.22(4)).
Members can ask the company for a copy, for a fee of up to S$5 (s.40(1)), and anyone can buy a copy from ACRA.
Copies issued after an amendment must show the change (s.40(2)).
The company must maintain a register of members, a register of directors, and a register of charges, all of which interact with the constitutional provisions on share classes and director appointments.

Failing to lodge a special resolution and the amended constitution within 14 days is an offence, with a fine of up to S$1,000 plus a default penalty (ss.26(2A) and 186(3)). Unlawful clauses in a constitution (those that purport to override statutory minimums or grant powers the Act does not permit) are void and unenforceable, but their presence does not automatically invalidate the rest of the document.

Practical retention checklist:

Signed original constitution (physical or certified copy at registered office)
Special resolution minutes for every constitutional amendment
Copies of all constitutions lodged with ACRA (including superseded versions)
Director and shareholder registers, updated after every change
Company secretary appointment records

Keep the constitution and every amending resolution for the life of the company. Accounting records must be kept for at least five years (s.199(2)). Engaging a corporate secretarial services provider ensures these obligations are tracked and met systematically.

Legal implications of invalid clauses:

A clause that sets a special resolution threshold below 75% is void; the statutory floor applies automatically.
A clause purporting to remove a member’s statutory right (such as the right to inspect certain registers) is unenforceable.
An amendment takes effect from the date of the special resolution or a later date it specifies (s.26(1AA)). Late lodgement does not undo it, but it is an offence.

How VIVOS supports constitution drafting, incorporation, and ongoing compliance

VIVOS provides end-to-end support for Singapore company incorporation, including constitution drafting, ACRA filing, and ongoing corporate secretarial compliance. Services relevant to founders at this stage include:

Constitution drafting: Preparation of bespoke constitutions with tailored clauses for share classes, investor protections, reserved matters, and entrenchment provisions.
Model Constitution adoption: Guidance on the “in force from time to time” versus “in force at a point in time” election and Bizfile lodgement.
ACRA/Bizfile filing support: Preparation and submission of all incorporation documents, including director consent forms and registered office confirmation.
Corporate secretarial services: Ongoing maintenance of statutory registers, lodgement of amendments, and management of annual compliance obligations.
Amendment support: Drafting special resolutions, preparing amended constitutions, and filing with ACRA within the statutory deadline.

For foreign founders navigating Singapore’s requirements for the first time, VIVOS’s foreign founder incorporation guide covers the practical friction points, from director appointments to registered office requirements.

The pitfalls most founders only discover after it’s too late

The Model Constitution is the right starting point for most early-stage companies. Founders who adopt it at incorporation, choose “in force from time to time,” and appoint a qualified company secretary within six months will meet their statutory obligations without significant cost or complexity.

The problems arise at two predictable points. First, when a founder raises external capital and discovers the Model Constitution has no preference share provisions, no anti-dilution mechanics, and no reserved matters. Retrofitting these requires a special resolution, legal drafting fees, and an ACRA filing, all at a moment when the founder’s attention is on closing the round. Second, when a co-founder dispute surfaces and the share transfer clause is too vague to enforce cleanly.

The conventional wisdom is to keep the constitution simple and rely on a shareholders’ agreement for the complex governance terms. That approach has a structural flaw: a shareholders’ agreement binds only its original signatories. When shares transfer, the new holder is not automatically bound by the agreement. A constitutional provision, by contrast, binds every member automatically. Founders who understand this distinction draft the governance terms they actually need into the constitution from day one, rather than discovering the gap when it matters most.

The other underestimated risk is amendment timing. Directors who pass a special resolution and then delay lodging it with ACRA create a compliance gap. The amendment takes effect from the date of the resolution (s.26(1AA)), but the company is in breach of its filing obligation until it lodges the resolution and amended constitution. That gap is small, but it is the kind of detail that surfaces in due diligence and creates unnecessary friction at exactly the wrong moment.

VIVOS handles your constitution drafting and corporate secretarial filing

Founders setting up in Singapore face a clear choice: spend time navigating ACRA’s requirements independently, or engage a specialist who has done it hundreds of times. VIVOS offers fixed-fee company incorporation packages that include constitution drafting or Model Constitution adoption, Bizfile lodgement, director consent forms, and registered office setup. For companies that need bespoke governance structures, VIVOS’s corporate advisory team drafts tailored constitutions with investor-protection clauses, entrenchment provisions, and reserved matters aligned to your cap table and investor requirements. Ongoing corporate secretarial support covers amendment lodgement, statutory register maintenance, and annual compliance, so founders stay focused on the business rather than the paperwork.

VIVOS

Contact VIVOS to request a constitution review or a full incorporation package. The engagement starts with a straightforward scoping conversation, and pricing is transparent from the first discussion.

FAQ

How do I download a company constitution from Bizfile?

If you or your corporate service provider filed the incorporation, the filer can download the constitution free within 30 days of registration: log in to Bizfile and go to Dashboard, My Transactions, View Details, Uploaded Documents. After 30 days, or for another company, buy it as an extract: search by company name or UEN, open the company’s extracts, select the incorporation or amendment filing and pay (extracts start from S$11; the cart shows the exact fee). ACRA emails a download code for the PDF, which you must use within 30 days. Anyone may buy extracts (s.12(2)).

Where can I download ACRA’s model constitution?

ACRA links the Model Constitution PDF from its guide on preparing or adopting a company constitution on acra.gov.sg. The legal text is the First Schedule to the Companies (Model Constitutions) Regulations 2015, published on Singapore Statutes Online. You do not upload it at incorporation; select “Use model constitution” on Bizfile instead. A copy must be submitted only if you adopt part of the model, add your own provisions or include object clauses (s.37(4)).

What is the model constitution for private companies limited by shares?

It is the standard rule set in the First Schedule to the Companies (Model Constitutions) Regulations 2015, prescribed under section 36(1)(a) of the Companies Act and in operation since 3 January 2016. It covers share issues and transfers, general meetings and voting, directors’ appointment and powers, dividends and winding up. Companies limited by guarantee use the Second Schedule. A company can adopt the version in force at adoption or the version in force from time to time (s.37(3)).

What must a Singapore company constitution contain?

Section 22(1) of the Companies Act requires the constitution to be dated and to state the company name; whether members’ liability is limited by shares, limited by guarantee or unlimited; for guarantee and unlimited companies, how many members they register with; each subscriber’s full name, address and occupation; and that the subscribers wish to form the company and, with share capital, how many shares each takes (at least one, s.22(2)). The registered office is a separate requirement (s.142), filed on Bizfile.

How do I amend a company constitution in Singapore?

Pass a special resolution (s.26(1)). At a general meeting, that means a three-fourths majority of members voting, on at least 14 days’ written notice for a private company (s.184). As a written resolution, members holding at least 75% of total voting rights must agree (s.184A). Within 14 days, lodge the resolution and the amended constitution on Bizfile (ss.26(2) and 186); ACRA charges no fee for this filing. Entrenched clauses can change only with every member’s agreement (s.26A).

Is a shareholders’ agreement the same as a constitution?

No. The constitution is registered with ACRA, anyone can buy a copy (s.12(2)), and it binds the company and every member, including future shareholders (s.39(1)). A shareholders’ agreement is a private contract that binds only the people who sign it and is not lodged with ACRA. Many companies use both and mirror key protections, such as transfer restrictions, in the constitution so they also bind incoming shareholders. The agreement should say which document prevails if they conflict.

Sources

Official pages used for this guide, checked on 16 October 2026. Section references are to the Companies Act 1967.

This article provides general information on Singapore company law and is not a substitute for professional legal or corporate advisory advice. Confirm current requirements with ACRA or a qualified corporate services provider before proceeding.