Change of Company Constitution

Change of Company Constitution | Bestar

Amend Singapore Company Constitution

Change of company constitution: This involves altering the company's internal rules and regulations

Changing a company's constitution in Singapore typically involves the following steps:

1. Special Resolution: The company's members must pass a special resolution to amend the constitution. This usually requires a 75% majority vote at a general meeting.

2. Notice of Resolution: Within 14 days of passing the special resolution, the company must file a "Notice of Resolution" with the Accounting and Corporate Regulatory Authority (ACRA) through their BizFile+ platform.

3. Filing the Amended Constitution: Along with the Notice of Resolution, the company must submit a copy of the amended constitution to ACRA.

Key Considerations:

• Legal Compliance: Ensure the proposed amendments comply with Singapore's Companies Act and other relevant regulations.

• Shareholder Agreement: If your company has a shareholder agreement, review it for any provisions related to amending the constitution.

Sample Template

Here's a sample Special Resolution for amending a company's constitution in Singapore:

SPECIAL RESOLUTION

RESOLVED that the Constitution of [Company Name] be amended as follows:

[Clearly state the proposed amendments to the Constitution. For example:

• Insert new clause: "Insert a new clause 15A to the Constitution as follows: "The Company may, in its absolute discretion, refuse to register any transfer of shares to any person who, in the opinion of the Directors, is not a fit and proper person to be a shareholder of the Company."

• Delete existing clause: "Delete clause 10(b) of the Constitution."

• Amend existing clause: "Amend clause 8(a) of the Constitution by replacing the words "two Directors" with the words "three Directors"."]

AND IT IS FURTHER RESOLVED that a copy of this Special Resolution, duly passed at a General Meeting of the Company held on [Date of Meeting], be filed with the Accounting and Corporate Regulatory Authority (ACRA) within fourteen (14) days of the passing of this Resolution.

Note:

• Ensure the language is clear, concise, and legally accurate.

  
  

Where to Find More Information:

• ACRA Website: The official website of the Accounting and Corporate Regulatory Authority provides detailed guidance on company incorporation and amendments to the constitution.

How Bestar can Help

Bestar can provide invaluable assistance in various aspects of company incorporation and amendments to the constitution in Singapore. Here are some key ways we can help:

1. Expert Guidance and Advice:

• Legal and Regulatory Compliance: We ensure that all procedures and documentation comply with Singapore's Companies Act and other relevant regulations.

• Best Practices: We advise on best practices for corporate governance and ensure that your company operates in a transparent and ethical manner.

• Risk Mitigation: We identify potential legal and regulatory risks and help you implement measures to mitigate them.

2. Drafting and Review of Documents:

• Company Constitution: We can draft or review your company's constitution to ensure it aligns with your business objectives and legal requirements.

• Special Resolutions: We can draft legally sound special resolutions for amending the constitution, ensuring they meet the necessary requirements for approval.

• Other Legal Documents: We can assist with drafting and reviewing other legal documents, such as shareholder agreements, board resolutions, and minutes of meetings.

3. Efficient Process Management:

• Incorporation Process: We can guide you through the entire incorporation process, ensuring timely and accurate submission of documents to ACRA.

• Amendments to Constitution: We can manage the process of amending the constitution, including convening shareholder meetings, obtaining necessary approvals, and filing the required documents with ACRA.

• Compliance Monitoring: We can help you stay up-to-date with changes in legislation and ensure your company remains compliant with all relevant regulations.

4. Representation and Advocacy:

• Dealing with Authorities: We can represent your company in dealings with ACRA and other regulatory authorities.

5. Cost-Effectiveness:

• Avoiding Penalties: By ensuring compliance and minimizing legal risks, we can help you avoid costly penalties and legal actions.

• Time-Saving: We can streamline the incorporation and amendment processes, saving you time and effort.

By engaging the services of Bestar, you can ensure that your company operates in a compliant and efficient manner, minimizing legal risks and maximizing its potential for success.

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