According to Section 26(1) of the Companies Act, “Unless otherwise provided in this Act, the constitution of a company may be altered or added to by special resolution.”
Usually, companies will adopt the model constitution as provided in the Companies Act upon incorporation. As a company progresses, it may decide to make changes to the Company Constitution to better reflect the company’s direction.
Step 1: Send out a Notice for General Meeting. For private companies, the notice period is 14 days and for public companies, the notice period is 21 days. The notice should state the purpose of the meeting.
Step 2: Hold a vote at the meeting. A special resolution is required to pass a resolution to alter or add to the Constitution of a Company. Thus 75 per cent of the votes is required to pass the resolution.
Step 3: Lodge the special resolution with regards to the alteration or addition to the Company’s Constitution with ACRA. The officers of the company can do the lodgement. Usually, the company secretary will be the one to lodge a special resolution with ACRA.
All members of the company should be given a copy or at least given access to the latest Constitution of the Company. The Constitution is a document which governs how the company should be run and how changes are made. Thus it is a very important document which all shareholders and officers of a company should be familiar with. The constitution, together with the Companies Act, are two documents which company officers and members should adhere to.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Singapore Secretary Services
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