Governing Laws/Bylaws Requirements

One can find a clear guide towards drafting Singaporean Company constitutions and abiding with regulations here. In Singapore, company bylaws are called the Company Constitution (Prior to 2014, the Memorandum & Articles of Association and Articles of Incorporation). The requirements for the company constitution are laid out in Part III of the Singapore Companies Act, linked here. As per the law the constitution must include:

  • The name of the company

  • The liability of the company members - is the company limited by shares, limited by guarantee, or unlimited company

  • The location of the registered office of the company

  • The share capital amount amount of the company and the division of the capital into fixed value shares.

  • the full names, addresses and occupations of the subscribers to the constitution of the company, and how many shares they each take

  • The objective of the company

  • Regulations for the company (III 2(34))
 And the constitution may include: a provision restricting its capacity, rights, powers or privileges. (III 2(23)(1B))

Check the Company Act for the full details. The Singaporean government has published model constitutions for private companies limited by shares or guarantee here, which can be taken in part and adapted into a company constitution.


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