How to Amend a Company Constitution in Singapore: Requirements and Filing Process
A company constitution is an essential legal document that outlines how a company operates, how decisions are made, and what rights and responsibilities directors and shareholders have. It establishes the internal governance framework that guides a company's activities and helps ensure that its operations follow Singapore's corporate regulations.
However, business requirements do not always remain the same. As a company expands, introduces new investors, changes its shareholding structure, or modifies its management arrangements, certain provisions in its existing constitution may need to be revised.
In Singapore, companies can amend their constitutions under the Companies Act 1967 by following the prescribed approval and filing procedures. This generally involves reviewing the existing document, preparing the proposed amendments, obtaining shareholder approval through a special resolution, and submitting the required documents to the Accounting and Corporate Regulatory Authority (ACRA).
Whether you want to update shareholder rights, revise share transfer provisions, or modify internal management procedures, understanding the amendment process is important.
In this guide, we explain how to amend a company constitution in Singapore, the legal requirements, the documents needed, and the steps involved in filing amendments with ACRA through Bizfile.
What Does It Mean to Amend a Company Constitution?
Amending a company constitution means making formal changes to the existing rules and provisions governing a company's internal operations.
These amendments may involve adding new clauses, modifying existing provisions, or removing rules that are no longer relevant to the company's requirements.
For example, a company may initially have two shareholders with equal ownership. A few years later, it may introduce additional investors who require different voting rights or shareholding arrangements.
In such situations, the company may need to amend its constitution to reflect the updated arrangements.
Under Section 26 of Singapore's Companies Act 1967, a company can generally alter or add to its constitution through a special resolution, subject to applicable statutory provisions and any entrenching provisions.
The amended provisions become part of the company's constitution from the date the special resolution is passed or from a later date specified in the resolution, subject to the Act.
Why Do Companies Need to Amend Their Constitution in Singapore?
A company's constitution should reflect its current ownership structure, management arrangements, and governance requirements.
There are several reasons why a business may need to amend its existing constitution.
1. Changes in Shareholder Rights
When a company introduces new shareholders or investors, existing shareholder arrangements may need to be reviewed.
For example, a new investor may require specific voting rights or additional protections when important business decisions are made.
Amending the constitution can help establish these arrangements clearly, subject to applicable legal requirements.
2. Updating Share Transfer Restrictions
Companies may want to introduce or revise restrictions governing the transfer of shares.
For instance, existing shareholders may want the opportunity to purchase shares before an outgoing shareholder transfers them to an external party.
The constitution can include provisions addressing such arrangements, helping shareholders understand the applicable transfer procedures.
3. Changes in Director Appointment and Management Procedures
As a company grows, its management structure may become more complex.
It may need to revise provisions relating to director appointments, removal procedures, board meetings, voting arrangements, and management responsibilities.
Updating these provisions can help ensure that the company's internal governance framework reflects its current requirements.
4. Introducing New Classes of Shares
Some companies may want to introduce different classes of shares to accommodate investors with different rights and interests.
For example, a company may consider ordinary shares and preference shares with different dividend or voting rights.
The constitution may need to be amended to establish the rights and conditions attached to the relevant share classes.
Companies should also ensure that the proposed share arrangements comply with the Companies Act and applicable share issuance requirements.
5. Revising Company Objects
A company's constitution may contain provisions describing its business objectives or objects.
If the company intends to revise these provisions, it may need to follow the specific requirements under Section 33 of the Companies Act 1967.
This type of amendment involves additional notice requirements and should be handled carefully.
6. Correcting Outdated or Unclear Provisions
Some companies continue using constitutions prepared several years ago.
Over time, certain clauses may become outdated, unclear, or unsuitable for the company's current business structure.
Reviewing and amending these provisions can help improve clarity, avoid misunderstandings, and establish more effective governance arrangements.
Legal Requirements for Amending a Company Constitution in Singapore
Before making changes to a company constitution, businesses must understand the relevant legal provisions under Singapore's Companies Act 1967.
The following requirements are particularly important.
1. Special Resolution Under Section 26
Under Section 26(1) of the Companies Act 1967, a company can generally amend or add to its constitution by passing a special resolution.
A special resolution requires approval from at least 75% of the votes cast by members entitled to vote, subject to the Act and the company's constitution.
The company must follow the applicable procedures for calling the general meeting, providing notice, and obtaining shareholder approval.
2. Compliance With Entrenching Provisions
Some company constitutions contain entrenching provisions that impose additional conditions before particular clauses can be amended.
These provisions are governed by Section 26A of the Companies Act 1967.
For example, an entrenching provision may require a higher approval threshold or additional conditions before a particular constitutional clause can be changed.
Companies should review their existing constitution carefully before proposing amendments.
3. Filing Within 14 Days
Under Section 26(2) of the Companies Act 1967, a company must lodge the relevant resolution or document affecting its constitution with the Registrar within 14 days after it is passed or made.
The company must also submit the updated constitution, unless ACRA dispenses with this requirement.
Failing to comply with the statutory filing requirement may result in an offence. Under Section 26(2A), the company and each officer in default may be liable on conviction to a fine of up to S$1,000 and a default penalty.
4. Additional Notice Requirements for Changes to Company Objects
If the amendment involves changing the company's objects, Section 33 of the Companies Act 1967 applies.
The company must generally provide 21 days' written notice of its intention to propose the special resolution.
The notice must be given to the relevant members and, where applicable, trustees for debenture holders or debenture holders.
Additional statutory procedures may apply, including the possibility of an application to the court to cancel the alteration.
5. Ministerial Consent Where Applicable
Certain constitutional amendments may require Ministerial consent under Section 29(4) of the Companies Act 1967.
This is a specific regulatory requirement and does not apply to every ordinary constitutional amendment.
Companies should determine the applicable filing category before submitting the alteration through Bizfile.
Documents Required for Amending a Company Constitution
Preparing the correct documents before starting the amendment process can help avoid filing errors and unnecessary delays.
Depending on the nature of the amendment, companies may need the following:
1. Existing Company Constitution
A copy of the current constitution is needed to identify the clauses that require amendment.
2. Amended Company Constitution
Prepare the revised document containing all approved changes. Ensure that the updated version accurately reflects the amendments.
3. Special Resolution
A copy of the special resolution approving the proposed constitutional amendments should be prepared in the required format.
4. General Meeting Minutes
Maintain the meeting minutes recording the discussion, voting results, and approval of the amendments.
5. Company Information
Keep the company's registered name, Unique Entity Number (UEN), meeting date, and relevant amendment details available.
6. Additional Supporting Documents
Depending on the filing category, ACRA may require supporting approvals, court orders, or other relevant documents.
For applications requiring Ministerial consent under Section 29(4), additional supporting information is required, including the clauses being amended, the proposed changes, the reasons for the amendments, and relevant third-party approvals where necessary.
ACRA's filing guidance specifies that the constitution and relevant resolution or court order should be submitted in PDF format, with a maximum file size of 5 MB per document.
How to Amend a Company Constitution in Singapore: Step-by-Step Process
Once the company has identified the required changes and prepared the proposed amendments, it can proceed with the formal approval and filing process.
Here are the main steps involved.
Step 1: Review the Existing Constitution
Start by reviewing the company's current constitution to identify the provisions that need to be amended.
Check the relevant clauses concerning:
Shareholder rights and responsibilities.
Director appointments and removal.
Share transfer restrictions.
Voting and decision-making procedures.
Share capital and different share classes.
Company meetings and internal administration.
It is also important to check whether the existing constitution contains any entrenching provisions or special conditions governing amendments.
A proper review helps determine which legal and approval requirements apply.
Step 2: Draft the Proposed Amendments
After identifying the necessary changes, prepare the revised clauses.
The amendments should clearly explain what is being changed and how the new provisions will operate.
For example, if a company wants to introduce restrictions on share transfers, the revised constitution should explain the applicable procedures and conditions.
Similarly, if the company wants to revise shareholder voting rights, the new provisions should clearly define the relevant voting arrangements.
Companies with complex ownership structures may benefit from professional legal or corporate secretarial assistance during this stage.
Step 3: Prepare and Pass a Special Resolution
The next step is to obtain the required shareholder approval.
Under Section 26 of the Companies Act 1967, constitutional amendments generally require a special resolution.
The company must arrange the appropriate general meeting and provide the required notice to shareholders.
During the meeting, shareholders can review the proposed amendments and vote on the resolution.
The special resolution generally requires approval from at least 75% of the votes cast by members entitled to vote.
Once approved, the company should maintain a copy of the resolution and the meeting minutes for its corporate records.
Step 4: Log In to ACRA Bizfile
After obtaining the necessary approval, the company can proceed with the relevant filings through ACRA's Bizfile portal.
Visit the official website:
Log in using the appropriate Business User access and Corppass credentials.
If a corporate service provider is managing the filing, the authorised representative can access the relevant client entity through the corporate service provider profile.
Before proceeding, verify that the correct company has been selected.
Step 5: File the Notice of Resolution
The company must submit the special resolution through the relevant Notice of Resolution eService on Bizfile.
The general process involves:
Log in to Bizfile.
Select the correct company.
Navigate to the relevant Notice of Resolution service.
Select the Special Resolution option.
Enter the required resolution details and meeting date.
Upload the approved special resolution.
Review the information before submission.
Submit the filing and retain the acknowledgement.
The special resolution must generally be lodged with ACRA within 14 days after it is passed.
Step 6: Submit the Application for Alteration of Constitution
The company must also complete the applicable Application for Alteration of Constitution through Bizfile.
According to ACRA's filing guidance, the process is as follows:
Log in to Bizfile using the appropriate Business User account.
Select the relevant company or client entity.
Navigate to the Manage section.
Select File Alteration of Constitution.
Open the Application for Alteration of Constitution eService.
Choose the applicable type of alteration.
Select the relevant filing category, such as alteration under Section 26(2) of the Companies Act.
Enter the required information and upload the supporting documents.
Review the details and submit the application.
The filing category depends on the nature of the proposed amendment.
ACRA provides separate categories for alterations under Section 26(2), alterations to company objects under Section 33, and amendments requiring Ministerial consent under Section 29(4).
Step 7: Maintain the Updated Constitution
After completing the relevant filings, the company should retain a copy of the amended constitution and all supporting records.
These should include:
The latest amended constitution.
Approved special resolution.
General meeting minutes.
ACRA filing acknowledgements.
Supporting documents and approvals.
Keeping accurate corporate records helps directors, shareholders, and company secretaries refer to the correct provisions when managing company matters.
How Much Does It Cost to Amend a Company Constitution in Singapore?
The cost of amending a company constitution depends on the nature of the changes and whether professional assistance is required.
According to ACRA's current filing guidance, the fee for the standard Application for Alteration of Constitution is S$0.
However, companies may incur additional professional expenses for:
Drafting revised constitutional provisions.
Reviewing the existing constitution.
Preparing shareholder resolutions and meeting documents.
Legal consultation for complex amendments.
Corporate secretarial assistance.
Managing additional regulatory approval requirements.
For example, a straightforward amendment to an internal management provision may require less professional assistance than an amendment involving multiple shareholders, different share classes, or complex voting arrangements.
Companies should assess the nature of the proposed changes before estimating the total cost.
How Long Does It Take to Amend a Company Constitution?
The time required depends on the complexity of the amendment, the shareholder approval process, and the applicable ACRA filing requirements.
Companies must first prepare the revised provisions, arrange shareholder approval, and complete the necessary filings.
According to ACRA:
Most standard applications for alteration of constitution are processed immediately.
Applications requiring Ministerial consent under Section 29(4) are typically processed within 30 working days.
Additional processing time may be required if further clarification or supporting documents are needed.
Companies should also account for the time required to prepare the documents and arrange shareholder meetings.
Common Mistakes to Avoid When Amending a Company Constitution
Amending a company constitution requires careful preparation and compliance with statutory procedures.
Here are some common mistakes businesses should avoid.
1. Not Reviewing the Existing Constitution
Companies should carefully review their existing provisions before proposing amendments.
Overlooking entrenching clauses or special approval requirements may result in an incorrect amendment process.
2. Failing to Obtain the Required Shareholder Approval
A company cannot generally amend its constitution through an informal management decision.
The required special resolution must be properly approved in accordance with the Companies Act and the company's constitution.
3. Missing the 14-Day Filing Deadline
Companies must comply with the statutory filing timeline.
Under Section 26(2), the relevant resolution or document affecting the constitution must generally be lodged with the Registrar within 14 days.
Missing the deadline can result in compliance issues and potential penalties.
4. Submitting an Incorrect or Incomplete Constitution
The revised constitution should accurately reflect the amendments approved by shareholders.
Submitting an outdated document, missing clauses, or inconsistent provisions can create administrative difficulties.
5. Ignoring Additional Legal Requirements
Certain amendments involve additional statutory procedures.
For example, changes to company objects under Section 33 require additional notice arrangements. Some amendments may also require Ministerial consent.
Companies should identify the correct filing category before proceeding.
6. Failing to Maintain Updated Corporate Records
After completing the amendments, companies should retain the latest constitution, approved resolution, meeting minutes, and filing acknowledgements.
Maintaining accurate records helps prevent confusion during future corporate transactions, compliance reviews, and shareholder discussions.
Conclusion
Amending a company constitution in Singapore is an important process when a business's ownership structure, shareholder rights, or management requirements change.
Under the Companies Act 1967, companies can generally amend their constitutions by passing a special resolution and completing the relevant filing procedures with ACRA.
The process involves reviewing the existing constitution, preparing revised provisions, obtaining shareholder approval, filing the special resolution, and submitting the Application for Alteration of Constitution through Bizfile.
Business owners should pay particular attention to the 14-day filing deadline, existing entrenching provisions, and any additional statutory requirements that may apply.
Keeping the company constitution updated helps maintain clear governance arrangements, supports regulatory compliance, and ensures that the company's internal rules reflect its current business requirements.
Need Professional Assistance With Amending Your Company Constitution in Singapore?
Amending a company constitution involves more than simply updating a few clauses. Businesses must ensure that proposed changes comply with Singapore's Companies Act 1967, obtain the necessary shareholder approvals, and complete the relevant ACRA filings.
Tianlong Services Pte Ltd provides professional corporate secretarial and business support services to help Singapore companies manage their corporate compliance responsibilities.
Whether you need assistance reviewing your existing constitution, preparing shareholder resolutions, updating company records, or handling ACRA filing requirements, our team can help you navigate the process.
Let Tianlong Services support your business with reliable corporate secretarial assistance and ongoing compliance services.
Contact Tianlong Services today to discuss your company constitution amendment and corporate secretarial requirements in Singapore.
Frequently Asked Questions
Yes. A Singapore company can amend its constitution after incorporation by following the applicable provisions of the Companies Act 1967. Most amendments require a special resolution and the relevant filings with ACRA.
Generally, yes. Under Section 26 of the Companies Act 1967, a company can alter or add to its constitution through a special resolution, subject to applicable statutory provisions and entrenching requirements.
A special resolution generally requires approval from at least 75% of the votes cast by members entitled to vote. Additional conditions may apply if the constitution contains entrenching provisions.
Under Section 26(2) of the Companies Act 1967, the relevant resolution or document affecting the constitution must generally be lodged with the Registrar within 14 days after it is passed or made.
Yes. A company can amend a particular clause without necessarily replacing the entire constitution. The proposed change must follow the applicable approval and filing procedures.
Yes. A company that has adopted the Model Constitution can amend its provisions or adopt additional customised provisions, subject to the Companies Act and its applicable approval requirements.
Company officers, including directors and company secretaries, can file the relevant application on behalf of the company. Corporate service providers can also submit filings for their clients through Bizfile.
ACRA currently lists a S$0 fee for the standard Application for Alteration of Constitution. However, companies may incur additional professional fees for document preparation, legal advice, and corporate secretarial assistance.