Singapore Companies (Amendment) Act 2014 – Model Constitution

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Singapore Companies (Amendment) Act 2014 – Model Constitution

The Selected Key Legislative Amendment in the Singapore Companies (Amendment) Act 2014 – Model Constitution

Previous Requirement

Person incorporating a company submits memorandum and articles of the company to the Registrar.  Articles may adopt all or any of the regulations contained in Table A of the Fourth Schedule.

Changes

Merged constitutional document:

  • A person desiring to incorporate a company must submit the constitution of the company to the Registrar.
  • Model constitutions for private companies and companies limited by guarantee prescribed in regulations, and published on ACRA’s website.
  • The model constitutions for private companies and CLGs can be found at : https://www.acra.gov.sg/How_To_Guides/Setting_up_a_local_company/Downloads/

Company may choose:

  • to adopt the whole model constitution for the type of company to which it belongs; and
  • to adopt the model constitution in force at the time or a model constitution in force from time to time.

Note:

• If whole model constitution is adopted, no need to file constitution with ACRA, only need to refer to title of the model constitution chosen.

• If company chooses to adopt part of the model constitution, adds provisions into it or adds objects clauses to it, it will have to file constitution with ACRA.

ACRA has announced a 2-phase implementation approach to the legislative amendments to Singapore Companies Act, where about 40% of the over 200 legislative amendments will take effect in the first phase on 1 July 2015, while the second phase encompassing the rest of the legislative amendments is expected to take effect in the first quarter of 2016.

For more information on the Key Legislative Amendments of Phase 1 Implementation of the Companies (Amendment) Act 2014, please click here.

For more information on the Key Legislative Amendments of Phase 2 Implementation of the Companies (Amendment) Act 2014, please click here.

For Frequently Asked Questions (FAQs) to the Implementation of the Companies (Amendment) Act 2014, please click here.

For more information, please refer to ACRA at www.acra.gov.sg.

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