A company’s constitution is its rulebook. It sets out how directors are appointed, how meetings are run, what rights attach to each class of shares and how decisions get made. But businesses change. A company that adopted the ACRA model constitution on incorporation may later need bespoke provisions for a new investor, a share option scheme or a shareholders’ agreement. When that happens, you need to alter the constitution — and there is a specific legal procedure you must follow.
Getting it wrong is more than a technicality. An amendment passed without the correct resolution, or lodged late with ACRA, may be ineffective, leaving directors relying on rules that were never validly changed. This guide explains how to alter a Singapore company constitution properly in 2026.
What the Constitution Does
Since 2016, Singapore companies have a single document called the constitution (replacing the old Memorandum and Articles of Association). It binds the company and its members as if each had signed it. Many companies adopt the model constitution or a bespoke version at incorporation, then find they need to tailor it as the business matures.
Typical triggers for an amendment include: admitting an investor who wants board rights or preference shares; introducing pre-emption or transfer restrictions; creating a new class of shares; changing the company name; increasing directors’ borrowing powers; or aligning the constitution with a newly signed shareholders’ agreement.
The Legal Basis: Section 26A of the Companies Act
The power to alter a constitution comes from Section 26A of the Companies Act 1967. The core rule is straightforward: a company may alter or add to its constitution by special resolution. A special resolution requires the approval of at least 75% of the members who are entitled to vote and who vote in person or by proxy at a general meeting (or by written resolution in a private company).
Two important qualifications apply:
Entrenching provisions
A constitution can contain “entrenching provisions” — clauses that can only be changed if conditions stricter than a special resolution are met (for example, the consent of a specific shareholder, or a 90% threshold). Before you assume 75% is enough, check whether the clause you want to change is entrenched. Entrenching provisions are common in constitutions drafted around an investor or joint-venture arrangement.
Class rights
If the alteration would vary the rights attached to a class of shares (say, the dividend or voting rights of preference shareholders), you generally also need the separate consent of that class, following the variation-of-class-rights procedure. A special resolution of the company alone is not enough to strip a class of its rights.
Step-by-Step: Altering the Constitution
1. Draft the amendment. Decide precisely which clauses are being deleted, replaced or added, and prepare the exact wording. Vague resolutions (“to update the constitution as discussed”) are a recipe for disputes.
2. Board resolution. Directors resolve to recommend the amendment and to convene a general meeting (or circulate a written resolution).
3. Give notice. For a special resolution passed at a meeting, members must receive at least 21 days’ written notice (unless a shorter period is agreed by the required majority). The notice must set out the intention to propose the resolution as a special resolution and include the text.
4. Pass the special resolution. Achieve the 75% majority. Private companies commonly use a written resolution circulated to all members instead of holding a physical meeting.
5. Lodge with ACRA. This is the step most often forgotten. The company must lodge the special resolution and a copy of the altered constitution with ACRA via BizFile+ within 14 days after the resolution is passed. Only after lodgement is the public record correct.
Timelines and Filing at a Glance
| Requirement | Detail |
|---|---|
| Resolution type | Special resolution (75% of votes cast) |
| Notice period (meeting) | At least 21 days, unless short notice consent obtained |
| Alternative | Written resolution for private companies |
| Lodgement with ACRA | Within 14 days of passing the resolution |
| Watch-outs | Entrenching provisions; class rights variation |
Special Situations
Changing the company name is technically an alteration of the constitution and requires a special resolution plus lodgement; ACRA then issues a notice of incorporation reflecting the new name. Adopting an entirely new constitution (for instance, replacing the model constitution with a bespoke one on an investment round) is done the same way — one special resolution adopting the new document in full. And where the amendment flows from an investment, remember that other filings, such as a share allotment or new director appointment, may need to happen in the same sitting.
Common Mistakes
The errors we see most often are: passing an ordinary resolution when a special resolution was required; overlooking entrenching provisions; varying class rights without the class consent; failing to give proper notice; and forgetting to lodge the altered constitution with ACRA within 14 days. Any of these can mean the amendment simply did not take effect — a nasty surprise when an investor’s lawyer reviews the documents during due diligence.
How Raffles Corporate Services Can Help
Amending a constitution is precise corporate secretarial work. Raffles Corporate Services drafts the amended clauses, prepares the special resolution and notices, checks for entrenching provisions and class-rights issues, and lodges the resolution and updated constitution with ACRA within the deadline. Where the change is part of a wider transaction, we coordinate the allotment, director and shareholder filings so everything lands cleanly on the same date.
If your constitution no longer reflects how your company actually operates, get in touch and we will map out exactly what needs to change and how.
— The Editorial Team, Raffles Corporate Services