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Accounting and Corporate Regulatory Authority

Step 4.5: Preparing or adopting a company constitution

Learn about company constitution requirements, what to include, and how to use ACRA's model constitution option.

Last updated 17 August 2026

What is a company constitution

A company constitution sets out the rules for running your company or subsidiary. It defines the rights and responsibilities of directors, shareholders, and company secretaries.

Company constitution

What to include

Details

  • Company name

  • Business activities and how operations will be carried out

  • Shareholder liability

  • Total share capital amount and number of issued shares


  • Registered office address

The registered office address is where:

  • ACRA and others can send legal documents and notices to your company.

  • You must keep your company records and registers.

Requirements:

  • Must be open and accessible to the public during normal office hours.

  • Does not have to be the same place where you run your business activities. For example, your registered office can be in Raffles Place while your factory operates in Tuas.

  • Governance rules

  • Share transfer procedures

  • How to call annual general meetings or extraordinary general meetings

  • Director appointment and resignation processes

  • Company secretary requirements

Note: Keep a signed copy of the constitution at your company's registered office address. All shareholders (subscribers) must sign this copy at incorporation.

Adopting a model constitution

When you register a company via Bizfile, you can either upload a customised constitution or adopt a model constitution.

If you do not wish to create your own constitution, you can adopt the Model Constitution (opens in new tab) provided under the Companies (Model Constitutions) Regulations 2015 (opens in new tab).

During Bizfile registration, you can choose how this applies to your company:

  • In force from time to time: Your company or subsidiary automatically adopts any future changes made to the Model Constitution under the Companies Act.

  • In force at a point in time: Your company or subsidiary uses the Model Constitution version available during incorporation. This version will not change unless your company makes amendments.

Related pages

Changing your company constitution

You need to pass a special resolution and file a Notice of Resolution when you change your company constitution.