Amending the company constitution in Singapore is a significant event as it is essentially amending the rulebook of the company. There are two types of alterations that are made:
- Amendments to the constitution that do not alter the objects of the company
- Amendments to the constitution that alter the objects of the company
The word “objects” comes from the word “objectives”. In layman’s terms, when a company is incorporated, it will have a purpose. The purpose or objectives or objects will be spelt out in the constitution. If the alteration of the company does not change the objects of the company, these are the procedures to make amendments to the constitution.
For amendments to the constitution that do not alter the objects of the company, the procedure is set out in section 26 of the Companies Act.
To make such amendments, an Extraordinary General Meeting has to be called.
Step 1: Prepare and send out a Notice for EGM to all members. Members should get at least 14 days and 21 days notice in advance for private and public companies respectively. The Notice should spell out the agenda of the meeting.
Step 2: Convene the meeting and obtain at least 75 per cent support from the members. i.e. pass a special resolution to make the amendments.
Step 3: File a copy of the special resolution and the amended constitution within 14 days of the passing of the special resolution with the registrar.
If you need help with making amendments to your constitution, you may contact us at [email protected].
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
Yours Sincerely,
The editorial team at Singapore Secretary Services
For more useful articles and videos, visit the Singapore Secretary Services resource page.
Related articles:
The importance of complying with the Constitution and the Companies Act
The Company Constitution. A brief explanation and how to make changes to it.
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