What is Important Clause inside Company Constitution

Company constitution or formerly known as Company Memorandum and Article of Association (MA) is the compulsory legal documents for all Singapore registered company .

Company Constitution form binding agreement between Company and shareholder and among the shareholder themselves.

You may draft your own copy or used ACRA model constitution .

The following is the mandatory information for all Company :

  • Company Name
  • Registered address
  • Subscriber shares detail information ( name, residential address ,number of subscribe shares and value )
  • Liability Clause ( for company limited by share, it should stated clearly Shareholder liabilities only limit to the agreed amount invested in the company )

Above information will remain the same although change in company name, registered address , shareholder occur at later time .

Business profile is the only documents for up to date company information .

Aside above information, Company Constitution should consist list of regulation how the company should manage accordingly to the following basic clause :


Quorum is part of decision making structure .

Normally Quorum required 2 attendance and Company can change their quorum from time to time .


  • Appointment and resignation regulation
  • Duties and scope of power
  • Share qualification : Some of company required director to hold share.


  • Annual General meeting (AGM) and Extraordinary General Meeting (EGM)
  • regulation in calling for meeting
  • regulation in holding the meeting


  • Procedure in issue shares, transfer shares, calls on shares etc
  • Shareholder right ( voting right , right to attend meeting etc)

Some of the company find that Company constitution is published documents ( anyone can purchase from ACRA ) so Shareholder Agreement is prepared

Related Article : what is Shareholder Agreement

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