Understand Singapore’s memorandum and articles of association, modern company constitutions, model clauses, amendments, costs and filing steps for founders.
TLDR:
- The memorandum and articles of association are now treated as a company’s constitution in Singapore.
- Singapore companies incorporated from 3 January 2016 use a single constitution instead of separate memorandum and articles documents.[1]
- New companies can adopt ACRA’s Model Constitution or submit a customised constitution during incorporation.[2]
- A customised constitution is useful when shareholders need tailored voting, share-transfer or governance rules.
- A company normally changes its constitution by passing a special resolution and completing the applicable filing.[1]
- Existing companies incorporated before 3 January 2016 do not need to replace their old documents merely because the terminology changed.[1]
The memorandum and articles of association are the legacy constitutional documents of a Singapore company incorporated before 3 January 2016; companies incorporated from that date use a single constitution.[1] The Companies Act 1967 treats the memorandum, articles or both that were in force immediately before that date as the constitution of an older company.[1] New founders therefore choose between ACRA’s Model Constitution and a customised constitution instead of preparing two separate documents.[2] The wider registration process is covered in the company incorporation in Singapore guide.
What are the memorandum and articles of association?
The memorandum and articles of association historically formed the legal rulebook for a Singapore company.
The memorandum of association traditionally recorded the company’s foundational characteristics, including its name, member liability, share capital and subscribers. The articles of association traditionally governed the company’s internal administration, including director powers, member meetings, voting and share transfers.
The Companies Act 1967 now uses the term “constitution” for these rules. The Act defines the constitution of a company incorporated before 3 January 2016 as its memorandum of association, articles of association or both, as in force immediately before that date.[1]
A search for “memorandum of association and article of association” or “memorandum of article of association” therefore usually concerns the same historical documents. The singular “article of association” normally refers to an individual provision, while “articles of association” refers to the complete governance document.
What is the difference between the memorandum and articles of association?
The memorandum historically described the company’s foundation, while the articles governed its internal management.
| Document | Traditional function | Typical subjects | Current Singapore position |
|---|---|---|---|
| Memorandum of association | Established the company’s fundamental characteristics | Company name, member liability, capital and subscribers | Forms part of the constitution for a company incorporated before 3 January 2016[1] |
| Articles of association | Regulated internal governance | Director authority, meetings, voting, dividends and share transfers | Forms part of the constitution for a company incorporated before 3 January 2016[1] |
| Company constitution | Combines foundational and governance rules in one document | Company details, capital, liability and operating rules | Used for companies incorporated from 3 January 2016[1][2] |
The phrase “memorandum & articles of association” remains common in older contracts, company records and professional correspondence. A reference in a legally effective document to a company’s memorandum, articles or both is treated as a reference to the company’s constitution under the Companies Act 1967.[1]
What changed on 3 January 2016?
Singapore merged the memorandum and articles of association into one document called the constitution.
The Companies Act 1967 defines a company constitution to include the registered constitution and, for a company incorporated before 3 January 2016, the memorandum of association, articles of association or both that were then in force.[1]
The change simplified terminology without invalidating older documents. Existing memorandum and articles documents collectively continue to operate as the constitution of a pre-2016 company unless the company amends them.[1]
New companies use a single constitution. ACRA allows a company registering through BizFile to upload a customised constitution or adopt a Model Constitution.[2]
What does a Singapore company constitution contain?
A company constitution records essential company characteristics and establishes rules for governance, shares, officers and meetings.
| Area | Matters commonly addressed |
|---|---|
| Company identity | Company name and registered office |
| Member liability | Whether and how member liability is limited |
| Share capital | Issued capital, share classes and shareholder subscriptions |
| Share administration | Share issues, transfers, transmissions and class rights |
| Directors | Appointment, resignation, powers, proceedings and conflicts |
| Members’ decisions | General meetings, notices, quorum, voting and resolutions |
| Financial distributions | Dividends, reserves and capitalisation of profits |
| Administration | Company secretary, records, notices and use of the company seal |
ACRA states that a company constitution sets out rules for running the company or subsidiary and defines the rights and responsibilities of directors, shareholders and company secretaries.[2] ACRA identifies company information, shareholder liability, share capital, registered-office details and governance rules among the matters covered by a constitution.[2]
ACRA also requires the company to keep a signed copy at its registered office, and all subscribers must sign that copy at incorporation.[2]
What is ACRA’s Model Constitution?
ACRA’s Model Constitution is a prescribed set of standard governance rules that an eligible company can adopt instead of drafting a complete customised constitution.
The Companies (Model Constitutions) Regulations 2015 prescribe one model for a private company limited by shares and another for a company limited by guarantee.[3]
The model for a private company limited by shares covers the company name, registered office, limited liability, share capital, subscribers, share issues, calls, transfers, director proceedings, member meetings and other governance matters.[3]
A company can adopt the Model Constitution in force at the time of incorporation or the version in force from time to time. The second option automatically incorporates future changes made to the applicable model, while the first option keeps the adopted version unchanged until the company amends it.[2]
How does the Model Constitution compare with a customised constitution?
The Model Constitution suits straightforward structures, while a customised constitution can address company-specific commercial arrangements.
| Factor | Model Constitution | Customised constitution |
|---|---|---|
| Drafting | Uses prescribed standard provisions[3] | Requires company-specific drafting and review |
| Incorporation submission | Selected through BizFile[2] | Uploaded during the BizFile application[2] |
| Suitability | Straightforward ownership and governance | Multiple share classes, investor rights or tailored control arrangements |
| Future model changes | Can apply automatically if adopted “in force from time to time”[2] | Changes require the company’s amendment process |
| Legal review | May still require review against shareholder arrangements | Commonly requires detailed legal and corporate-secretarial review |
| Professional cost | Usually reduces initial drafting work | Professional fees vary with complexity |
The Model Constitution is optional. A company should select its constitution according to its ownership, financing and governance requirements rather than treating the standard document as suitable for every structure.
When should founders consider a customised constitution?
Founders should consider a customised constitution when the standard rules do not reflect the company’s ownership, investment or decision-making arrangements.
A customised constitution may be appropriate when a company has multiple share classes, different voting rights, investor consent matters, transfer restrictions, founder-vesting arrangements or detailed director-appointment rights.
A family-owned company may need rules governing succession and transfers to non-family members. A joint venture may need reserved matters, deadlock mechanisms and balanced board representation. A venture-backed company may need governance provisions aligned with its investment documents.
A customised constitution should work consistently with any shareholders’ agreement. Conflicting documents can create uncertainty over which approval process or commercial restriction applies.
How does a company adopt its constitution during incorporation?
A founder selects or uploads the constitution as part of the BizFile company-registration application.
- Choose the company structure. The company type determines which constitutional framework and model may apply.
- Decide between standard and customised rules. ACRA allows a registering company to upload a customised constitution or select a Model Constitution.[2]
- Prepare company-specific information. The constitution should reflect the company name, liability structure, share capital and governance arrangements.
- Select the constitution option in BizFile. The applicant chooses “Attach customised constitution” or “Use model constitution” during the constitution stage of registration.[4]
- Choose the model version if applicable. A company adopting the model selects the version in force at the time of adoption or the version in force from time to time.[2][4]
- Obtain subscriber approval and signatures. All subscribers must sign the copy retained at the company’s registered office.[2]
- Complete endorsements and payment. Position holders must complete the required endorsements unless a Corporate Service Provider files the application.[4]
ACRA lists the business-registration fee as S$300. Most registrations are approved soon after payment, while complex applications may take up to 15 working days and applications requiring referral-authority approval may take 14 to 60 days.[4]
How should an existing company treat its old memorandum and articles?
An existing company incorporated before 3 January 2016 should treat its operative memorandum and articles as its constitution.
The Companies Act 1967 provides that the pre-existing memorandum and articles collectively have effect as the company’s constitution and can be amended in the same manner as a constitution.[1]
An older company does not need to replace its documents solely because Singapore adopted the term “constitution.”[1] A replacement or consolidation may still be commercially useful when the existing provisions are outdated, difficult to interpret or inconsistent with a transaction.
A company preparing for investment, restructuring or succession should review its historical documents before signing new agreements. Old share-transfer restrictions, objects clauses or director provisions can affect the proposed transaction.
How can a company amend its constitution?
A company generally amends its constitution by approving the change through a special resolution and completing the applicable BizFile filing.
- Identify the clauses to change. The company should document the existing wording, proposed wording and commercial reason for the amendment.
- Check statutory and contractual restrictions. The Companies Act, the existing constitution, shareholders’ agreements and third-party consent rights may affect the amendment.
- Prepare the special resolution. Section 26 of the Companies Act 1967 provides that a constitution may generally be altered or added to by special resolution.[1]
- Obtain the required member approval. A special resolution ordinarily requires at least 75% of the votes represented by members entitled to vote, subject to any greater majority required by the constitution.[1]
- Prepare the updated constitution. The revised document should incorporate the approved changes consistently throughout.
- Complete the applicable filing. BizFile provides the electronic services used for company filings, including constitution-related transactions.[4]
- Update the company’s records. The company secretary should retain the resolution, meeting or written-resolution records and the updated constitution.
An amendment may require additional approvals when the company has protected provisions, regulated activities, specific object clauses or contractual consent obligations.
How do the constitution and shareholders’ agreement differ?
The constitution governs the company and its members as a corporate document, while a shareholders’ agreement is a private contract among its parties.
| Issue | Company constitution | Shareholders’ agreement |
|---|---|---|
| Legal character | Statutory corporate document | Private contractual arrangement |
| Main purpose | Establishes company governance rules | Records negotiated commercial rights and obligations |
| Parties affected | Company and members within the statutory framework | Parties that sign or accede to the agreement |
| Common subjects | Shares, meetings, directors, voting and administration | Reserved matters, funding, exits, non-compete terms and dispute mechanisms |
| Amendment | Usually requires the applicable corporate approval and filing | Requires the contractual approval specified in the agreement |
| Privacy | Submitted or adopted within the registration framework | Generally retained privately by the parties |
The two documents should be reviewed together. A shareholders’ agreement may contain detailed commercial terms, but the constitution should support the corporate actions needed to implement those terms.
What mistakes should companies avoid?
Companies should avoid using outdated templates, inconsistent governance documents and amendments that were never properly approved or filed.
Common mistakes include:
- Referring to separate memorandum and articles for a newly incorporated Singapore company when the operative document is a constitution.
- Adopting standard rules without checking investor, founder or family-ownership requirements.
- Creating different approval thresholds in the constitution and shareholders’ agreement.
- Changing voting, transfer or director provisions without checking protected rights.
- Passing a resolution without updating the consolidated constitution and statutory records.
- Assuming that an operational change automatically changes the constitution.
- Losing the signed operative version or relying on an obsolete draft.
A corporate-secretarial review can identify inconsistencies before they affect a financing, share transfer, bank review or corporate transaction.
What does a memorandum and articles review cost?
The government registration fee and professional drafting fee are separate costs, and professional fees depend on the complexity of the required constitution.
ACRA lists the business-registration fee as S$300 for a local company registration through BizFile.[4] The registration fee covers the company-registration transaction rather than bespoke legal or corporate drafting.
The Companies Act does not prescribe a standard professional fee for reviewing an old memorandum and articles or preparing a customised constitution.[1] A straightforward model adoption generally requires less drafting than a constitution involving multiple share classes, investor veto rights, transfer restrictions or regulated activities.
A useful quotation should identify the scope for document review, drafting, resolutions, BizFile filings, statutory-record updates and coordination with any shareholders’ agreement.
How does the constitution affect daily company management?
The constitution affects how directors and shareholders approve decisions, issue or transfer shares and conduct company meetings.
Directors should consult the constitution before approving a new share issue, appointing another director, declaring dividends or calling a general meeting. Shareholders should consult the constitution before transferring shares, exercising class rights or proposing a member resolution.
Finance teams should identify approval requirements before processing capital transactions or distributions. Company secretaries should use the constitution when preparing resolutions, notices, meeting documents and statutory filings.
A constitution becomes especially important during disagreement. Clear voting, quorum, transfer and appointment provisions reduce uncertainty over whether a proposed corporate action is valid.
What does an anonymised founder example show?
A customised constitution can prevent standard governance rules from conflicting with an investment arrangement.
An anonymised Singapore startup planned to issue ordinary shares to two founders and a separate class of shares to an investor. The founders initially intended to adopt the Model Constitution without alteration.
The proposed investment required investor approval for new share issues, major borrowing and changes to the company’s business. The standard document did not record the negotiated class rights and reserved-matter structure in the required detail.
The company adopted a customised constitution aligned with the investment documents. The company secretary then used the same approval thresholds when preparing board and shareholder resolutions.
The example shows why founders should decide on governance requirements before incorporation or investment completion. Approval is not the relevant risk; inconsistent documents can obstruct later corporate actions.
When should a company obtain professional help?
Professional support is useful when a company needs tailored clauses, an amendment, a document reconciliation or the related corporate filings.
Corporate support from E&H Corporate Services E&H Corporate Services can support company incorporation, constitution reviews, corporate-secretarial resolutions, statutory filings, accounting, tax and payroll requirements. A coordinated review helps founders align the constitution with the company’s ownership and operating plans.
Frequently Asked Questions
Are memorandum and articles of association still used in Singapore?
Singapore companies incorporated from 3 January 2016 use a single constitution. The memorandum and articles of a company incorporated before that date form part of its constitution.[1]
What replaced the memorandum and articles of association?
The company constitution replaced the separate memorandum and articles documents for new Singapore companies.[1][2]
What is the difference between a memorandum of association and articles of association?
The memorandum historically recorded foundational company characteristics, while the articles historically governed internal management.
Does an old Singapore company need a new constitution?
An older company does not need a replacement solely because the terminology changed; its operative memorandum and articles are treated as its constitution.[1]
Can a new company use the old M&AA format?
A new Singapore company should adopt a Model Constitution or submit a customised constitution during incorporation.[2][4]
Is the Model Constitution compulsory?
The Model Constitution is optional because a company can upload a customised constitution instead.[2]
Should a startup use a customised constitution?
A startup should consider customisation when its share classes, investor rights, transfer restrictions or decision-making rules differ from the standard model.
Can a company change from the Model Constitution later?
A company can alter or add to its constitution through the applicable special-resolution and filing process.[1][4]
What approval is required to amend a constitution?
A special resolution ordinarily requires at least 75% of the represented voting rights, subject to any greater threshold in the constitution.[1]
Does the constitution override a shareholders’ agreement?
The documents have different legal functions and should be drafted consistently. A company should obtain advice when the provisions conflict.
Where is the constitution submitted during incorporation?
The applicant uploads a customised constitution or selects the Model Constitution during the constitution stage of the BizFile registration process.[4]
How much does company registration cost?
ACRA lists the business-registration fee as S$300, excluding any professional drafting or corporate-service fees.[4]
Related reading
- What Is Company Incorporation in Singapore? 2026 Guide
- Guide to Business Incorporation in Singapore (2025)
- Corporate Secretarial Services in Singapore
- Company Incorporation Services in Singapore
- Types of Companies in Singapore: Complete Guide for Business Owners
- What Is ACRA Singapore? Bizfile, Registration and Compliance
