A practical guide for entrepreneurs and business owners
When you incorporate a company in Singapore, the company constitution is your most important legal document. It sets out the company’s name, structure, liability, and rules for operation. Under the Companies Act, every company’s constitution must meet specific requirements to be valid.
Here’s what every entrepreneur needs to know.
1. What Must Be Included in a Company Constitution
The constitution must be dated and state clearly:
- Company Name – The official legal name of the business.
- Liability Statement –
- Company limited by shares: Must state that members’ liability is limited.
- Company limited by guarantee: Must state that members’ liability is limited and that each member agrees to contribute a fixed amount if the company is wound up, up to the specified limit.
- Unlimited company: Must state that members’ liability is unlimited.
- Number of Members – For an unlimited company or a company limited by guarantee, specify the number of members the company is registering with.
- Subscriber Details – Full names, addresses, and occupations of all subscribers (the people forming the company).
- Formation Statement – A declaration that the subscribers wish to form the company and, if the company has a share capital, agree to take the number of shares stated next to their names.
2. Keeping the Constitution Updated
- If a company that is an unlimited company or a company limited by guarantee changes its registered number of members, it must notify the Registrar within 14 days.
- Failure to do so can lead to penalties, including fines up to $2,000 for the company and each officer in default.
3. Removal of Outdated Share Capital Statements
From 30 January 2006, any constitution clauses stating the amount of share capital or the division of share capital into fixed amounts are automatically considered deleted. This is to align with updated company law.
4. Share Subscription Declaration
If the company has share capital, each subscriber must declare to the Registrar (personally or via a registered qualified individual) the number of shares they agree to take — at least one share per subscriber.
5. Understanding "Limited Liability" in the Constitution
When the constitution of a company limited by shares states that liability is limited, it means that members are only liable for unpaid amounts on their shares — they are not personally liable for company debts beyond this.
6. Keeping the Constitution at the Registered Office
A signed copy of the constitution, showing each subscriber’s shareholdings (if applicable), must be kept at the company’s registered office for inspection.
Why This Matters for Entrepreneurs
Your constitution is not just a legal formality — it’s your company’s rulebook.
- It affects how liability is handled.
- It defines ownership and share structure.
- It must be compliant from day one to avoid penalties.
Think of it as your company’s operating manual and protection document rolled into one.
Summary Table: Constitution Requirements
Requirement | Applies To | Key Details |
Company Name | All companies | Must match registered name |
Liability Clause | All companies | States if members’ liability is limited or unlimited |
Guarantee Clause | Companies limited by guarantee | Includes member contribution amount if wound up |
Number of Members | Unlimited companies & companies limited by guarantee | State at registration |
Subscriber Details | All companies | Full name, address, occupation |
Formation Statement | All companies | States subscribers’ intent to form the company and shares taken |
Notification of Change in Members | Unlimited & guarantee companies | Notify Registrar within 14 days |
Share Subscription Declaration | Companies with share capital | At least one share per subscriber |
Constitution Storage | All companies | Signed copy kept at registered office |
Disclaimer: The information in this article is based on the Companies Act 1967 (Singapore) and is provided for general guidance only. It does not constitute legal advice. For specific advice on your business situation, please consult a qualified professional or legal advisor.
Need Help with Understanding Requirements for a Company Constitution in Singapore?
Contact us now for expert guidance to ensure your business meet the requirement for a company constitution in Singapore!