Every Singapore private company has a constitution – the internal rulebook that governs how the company is run, who has what powers, and how disputes among shareholders are resolved. Since the January 2016 Companies Act reforms, every new Singapore company has been required to have a single constitution (replacing the old Memorandum and Articles of Association).
The default option is the Model Constitution published by ACRA in the Companies Regulations. Adopting the model as-is takes ten seconds and costs nothing. But it is generic – and for anything more sophisticated than a single-owner Pte Ltd, a bespoke constitution is almost always better. This 2026 guide walks through the trade-offs and identifies the ten most common bespoke provisions we draft for our clients.
What Is the Model Constitution?
ACRA publishes two Model Constitutions in the Companies (Model Constitutions) Regulations 2015 – one for private companies limited by shares, and one for companies limited by guarantee. Adopting the model is the default option when you incorporate through BizFile+.
The Model Constitution covers the essentials: share capital, share transfers, shareholder meetings, directors’ powers, directors’ meetings, dividends, and winding up. It cross-references the Companies Act rather than restating the rules, so most provisions read as “The provisions of section [X] apply.”
For a solo entrepreneur incorporating a simple Pte Ltd to run a consulting business, the Model Constitution is fine. Any of the following situations, however, will push you to a bespoke constitution.
Ten Situations Where the Model Constitution Is Not Enough
1. You Have Multiple Founders With Different Contributions
The Model Constitution assumes one class of ordinary shares with equal voting, dividend and liquidation rights. If Founder A contributes S$100,000 cash and Founder B contributes IP worth S$500,000, the constitution needs to define whether both take ordinary shares or separate classes. Founders’ vesting – shares that “unvest” if the founder leaves within 4 years – requires bespoke drafting.
2. You Are Bringing in External Investors
Angels and VCs typically insist on preference shares with:
- Priority dividend (fixed or accrued);
- Liquidation preference (usually 1x non-participating or 1x participating);
- Anti-dilution protection (broad-based weighted average or full ratchet);
- Conversion mechanics on IPO;
- Board appointment rights;
- Veto rights (investor consent required for certain corporate actions).
None of these are in the Model Constitution. Attempting to layer them on via a shareholders’ agreement alone risks the classic problem that a shareholders’ agreement binds only its signatories – a new shareholder who does not sign may not be bound. See our guide to shareholder agreements and side letters for how the two documents fit together.
3. You Want to Restrict Share Transfers
The Model Constitution requires board consent for share transfers but does not include:
- Right of first refusal (ROFR) – existing shareholders can match a third-party offer;
- Right of first offer (ROFO) – selling shareholder must first offer to existing shareholders on undisclosed terms;
- Tag-along rights – minority can join a majority sale on the same terms;
- Drag-along rights – majority can force minority to sell in a full sale.
All four are standard in bespoke constitutions. For the drag-along in particular, embedding it in the constitution (not just in a shareholders’ agreement) makes it enforceable against a later-added shareholder who did not sign.
4. You Want a Casting Vote at Board Level
The Model Constitution gives the chair a casting vote on a tied board. In a 50/50 joint venture, this is usually removed – the joint venture partners want deadlock to trigger a defined resolution mechanism (mediation, buy-sell shotgun, deadlock winding up) rather than one side automatically winning.
5. You Have Reserved Matters
Investors and JV partners want certain corporate actions to require special approval:
- Issue of new shares;
- Sale of the business or a substantial part of it;
- Borrowing above a threshold;
- Approval of annual budget;
- Amendment of the constitution;
- Related-party transactions.
These “reserved matters” or “veto rights” belong in the constitution so they are effective against future shareholders. The Model Constitution has no equivalent – reserved matters require bespoke drafting.
6. You Want a Deadlock Resolution Mechanism
In 50/50 JVs, a shotgun clause (either party names a price and the other must buy or sell at that price) or an auction procedure needs to be embedded in the constitution or in a binding shareholders’ agreement. Without it, deadlock frequently leads to Section 216 oppression claims or just-and-equitable winding up.
7. You Want Class-Weighted Board Representation
Preference shareholders often want the right to appoint one or more directors. This means creating “investor director” positions in the constitution, with special rules on removal (usually only the appointing shareholder can remove them). The Model Constitution treats all directors identically.
8. You Want to Modify the Statutory Model Rules on Dividends or Reserves
Some clients want a policy of paying dividends only after specific reserves are met, or want a cumulative dividend on preference shares. Neither is in the Model Constitution. Both require specific drafting.
9. You Are Preparing for a Foreign Listing
If you plan to list on the Hong Kong, London or NYSE stock exchanges, or to redomicile to another jurisdiction, the constitution needs provisions on foreign share ownership, register locations, transfer agent arrangements, dividend payment in foreign currency, and possibly bearer shares (rare). The Model Constitution assumes a purely Singapore-domiciled private company.
10. You Want to Comply With Specific Regulator Requirements
MAS-licensed entities (banks, insurers, fund managers), listed corporations, entities in the FinTech Regulatory Sandbox, and companies applying for the Global Investor Programme all have specific constitutional requirements imposed by their regulator. The Model Constitution does not include these.
How to Change from Model to Bespoke
To replace the Model Constitution with a bespoke one, the company passes a special resolution (75% majority) under section 26 of the Companies Act to adopt the new constitution. The steps:
- Draft the new constitution with your legal counsel and corporate secretary.
- Circulate the draft to shareholders at least 14 days before the resolution.
- Pass the special resolution – either at a general meeting or by written resolution (see our Section 184A guide).
- File the resolution and the new constitution with ACRA via BizFile+ within 14 days.
- Update the physical minute book and electronic records.
Filing fees are S$60. Legal drafting fees typically S$3,000 to S$15,000 depending on complexity.
Amending an Existing Bespoke Constitution
The same process – special resolution and BizFile+ filing – applies to any subsequent amendment. If the amendment adversely affects a class of shares, section 74 requires the consent of the affected class (75% of that class), on top of the general special resolution. This is why founders sometimes fail to push through amendments over an entrenched preference shareholder – the class consent is a de facto veto.
Constitution vs Shareholders’ Agreement: Which Wins?
In principle, the constitution and the shareholders’ agreement should say the same thing. In practice they often diverge, and Singapore law resolves the conflict as follows:
- The constitution binds all present and future shareholders by statute.
- The shareholders’ agreement binds only its signatories.
- A new shareholder must therefore sign a deed of adherence to be bound by the SHA, but is automatically bound by the constitution.
- Where the two conflict, the constitution generally prevails for corporate matters, but the SHA may still be enforced as a contractual claim between the signatories.
The safest practice is to (a) embed the fundamental commercial protections in the constitution, and (b) use the SHA for anything commercially sensitive that the signatories do not want on public file at BizFile+.
Common Mistakes We See
- Adopting the Model Constitution and then relying on an SHA to override it. The SHA is not effective against non-signatory shareholders. Embed the material provisions in the constitution.
- Amending the constitution without securing class consent. Section 74 protects each class of shares – a bare special resolution is not enough.
- Filing an outdated constitution. After each amendment, the full amended constitution must be uploaded to BizFile+. Filing only the amending resolution is not sufficient.
- Using US-style share terms in a Singapore constitution. Concepts like “Series A Preferred” work but must be adapted to Section 74 class-consent rules and the Companies Act framework.
- Failing to reflect a subsequent shareholders’ agreement in the constitution. Ten years later, the SHA is lost, the founders have moved on, and no one knows what the reserved matters were.
How Raffles Corporate Services Can Help
We draft, adopt, amend and file bespoke Singapore company constitutions across our client base – from single-founder tech startups adding their first VC round, to multi-generation family businesses restructuring for succession, to MAS-licensed fund managers. We work with your legal counsel to ensure the constitution and the shareholders’ agreement are aligned, and handle every ACRA filing so the constitution on the public record is always current.
– The Editorial Team, Raffles Corporate Services