The company constitution is the legal rulebook for how a business runs. It sets out the rights of shareholders, powers of directors, and rules for key decisions. But as companies grow or change direction, the original constitution may no longer fit. That’s when an amendment comes in.
Here’s a breakdown of how to amend a company constitution in Singapore—and how ACRA fits into the process.
What Is the Company Constitution?
If you’re running a company in Singapore, you have a constitution. It used to be called the Memorandum and Articles of Association, but since 2014, it’s just “the constitution.”
It’s a legal document that covers:
- Shareholder rights
- Director powers and duties
- Meeting rules
- Decision-making processes
In short, it keeps everyone on the same page.
Why Amend the Constitution?
Companies amend their constitution for many reasons. Some common ones:
- Changing the structure of the board
- Adding or removing share classes
- Updating rules for meetings or voting
- Aligning with regulatory changes
- Removing outdated clauses
If the business changes direction—or the current rules just don’t work—it makes sense to revise the document.
Who Can Propose a Change?
Any director or shareholder can propose an amendment. But it can’t just be added on a whim. The company must follow a clear process, and the change needs shareholder approval.
This is where a company secretary becomes critical. They make sure the process follows the law and the company’s own rules.
Step-by-Step: How to Amend the Constitution
1. Draft the Changes
The proposed amendment needs to be written clearly. If it’s vague or confusing, it could cause trouble later. Most companies get help from corporate secretarial services or legal professionals at this stage.
2. Call an Extraordinary General Meeting (EGM)
You can’t make changes without the shareholders. A formal meeting is required. Notice must be given in advance—usually at least 14 days, unless everyone agrees to a shorter time.
3. Get Shareholder Approval
Amending the constitution needs a special resolution. That means at least 75% of the votes cast must be in favor. It’s not a simple majority.
4. Lodge the Resolution with ACRA
Once passed, the resolution must be filed with ACRA within 14 days. This is done through BizFile+, ACRA’s online portal. You’ll need to upload:
- A copy of the special resolution
- The updated constitution
5. ACRA Records the Change
Once ACRA processes the documents, the amendment becomes official. There’s no separate “approval” process. As long as the filing is done correctly, ACRA records it.
Common Pitfalls to Avoid
- Poor wording: If the amendment isn’t clear, it can lead to internal disputes or even legal issues later.
- Wrong resolution type: Amending the constitution always requires a special resolution. Not just a board decision.
- Missing the deadline: You only have 14 days to file with ACRA. Late filings may result in penalties.
- No proper records: Minutes of the EGM, resolutions, and updated versions of the constitution must be kept.
This is why many companies lean on professional secretarial services—to keep things clean, legal, and compliant.
What Happens If You Don’t Follow the Process?
ACRA can reject the filing if documents are incomplete or incorrect. Worse, if the change is enforced without proper approval, it could be challenged by shareholders—or ruled invalid. That opens the door to disputes, fines, or legal action.
Role of the Company Secretary
A company secretary isn’t just a paper pusher. They:
- Ensure proper procedures are followed
- Draft and file resolutions
- Prepare and lodge documents with ACRA
- Advise on compliance
In Singapore, every company must have a company secretary. They’re legally responsible for keeping the company in line with the law.
Final Thoughts
Changing your company’s constitution isn’t hard, but it does take care and proper process. You’ll need shareholder support, clear documentation, and timely filings with ACRA. The role of the company secretary is crucial—they keep things smooth and legal.
If your constitution feels out of date, or your company is going through changes, now’s a good time to review it. And if you’re unsure how to start, consider working with secretarial services that handle this stuff every day.
