Every Singapore company has a constitution. It is the rulebook for how the company is run: how shares are issued and transferred, how directors are appointed, how decisions are made, and what happens when shareholders disagree. Most founders adopt a standard version at incorporation without reading it, then discover its limits when they bring in a co-founder or an investor.
This guide explains what a constitution is, when the model version is enough, and which clauses matter most.
What Is a Company Constitution?
Under the Companies Act, the constitution replaced the old memorandum and articles of association. It is lodged with ACRA at incorporation and binds the company, its directors, and all of its shareholders. Because it is on the public record, anyone can buy a copy through ACRA.
Model Constitution vs Custom Constitution
| Factor | ACRA Model Constitution | Custom Constitution |
|---|---|---|
| Setup | Selected in BizFile+ at incorporation | Drafted and lodged as a document |
| Cost | No drafting cost | Legal drafting required |
| Share classes | Basic | Preference, non-voting, and other classes |
| Transfer restrictions | Directors' discretion | Pre-emption, drag-along, tag-along |
| Investor protections | Limited | Reserved matters, board seats, anti-dilution |
| Best for | Solo founders and simple companies | Co-founders, investors, family companies, funds |
Clauses That Matter Most
Share classes and rights
If you plan to issue preference shares to investors or non-voting shares to family members, the constitution must allow it and describe the rights attached to each class, such as dividends, liquidation preference, and conversion.
Issuing new shares
Directors need shareholder approval to issue new shares. The constitution can set out how that approval works and whether existing shareholders have pre-emption rights to maintain their percentage.
Share transfers
Private companies usually restrict transfers so that shares cannot be sold to outsiders without the board's or other shareholders' approval. Right of first refusal, drag-along, and tag-along clauses are common in founder and investor companies.
Directors' appointment and powers
The constitution sets how directors are appointed and removed, quorum for board meetings, whether written resolutions are allowed, and any limits on directors' powers.
Shareholder meetings
Notice periods, quorum, voting by proxy, electronic meetings, and whether the company may dispense with holding an AGM all sit here. Clear rules make the annual compliance cycle much easier.
ESOP and share buy-backs
If you plan an ESOP or may buy back shares from departing founders, check that the constitution permits it and does not conflict with the plan rules.
Because the constitution is public, many companies keep sensitive commercial terms such as vesting, valuations, and non-competes in a private shareholders' agreement. The two documents must be consistent. Where they conflict, the constitution usually governs the company's own actions.
How to Amend the Constitution
- Directors propose the change and prepare the amended text.
- Shareholders pass a special resolution, requiring at least 75% of votes cast, at a meeting or by written resolution.
- Obtain any additional consents needed, for example from holders of a class whose rights are affected.
- Lodge the resolution and amended constitution with ACRA within 14 days.
A corporate secretary normally prepares the resolutions and handles the ACRA lodgement.
When to Upgrade from the Model Constitution
- You are adding a co-founder with a different role or vesting schedule
- You are raising a priced round or converting SAFEs or notes into preference shares
- You are launching an ESOP
- A family company needs succession rules or different voting rights for different branches
Conclusion
The model constitution is a sensible starting point for a simple company, but it was not written with investors, co-founders, or share options in mind. Review it before your first external shareholder joins, not after.
Official Sources
Frequently Asked Questions
Yes. Every Singapore company must have a constitution when it is incorporated. You can adopt ACRA's model constitution or lodge your own custom version.
For a solo founder or a simple company with one class of shares, the model constitution is usually fine. If you have co-founders, investors, preference shares, or an ESOP, a custom constitution or a model constitution supported by a shareholders' agreement is usually better.
Pass a special resolution, which needs at least 75% of the votes cast by shareholders, and lodge the change with ACRA within 14 days. Some changes, such as altering class rights, may also require the consent of the affected shareholders.
The constitution is a public document lodged with ACRA that binds the company and all shareholders. A shareholders' agreement is a private contract between the shareholders who sign it. Many companies use both, keeping commercially sensitive terms in the private agreement.
As of 2026, the constitution is one of the first documents investors ask to see in due diligence, and one of the easiest to get right early. Start with the model constitution if you are a solo founder, then upgrade it with a special resolution before your first priced round, co-founder, or ESOP. Karman's corporate secretary service prepares the resolutions, lodges amendments with ACRA, and keeps your registers consistent with whatever your constitution says.