Company Constitution Singapore
Drafted to s.36 Companies Act 1967 and ACRA practice. Share classes, s.26A entrenching provisions, 75% thresholds, pre-emption. Word & PDF.
Getting the founding documents right is the decision that shapes everything else: liability, ownership, funding and compliance all flow from how the business is set up. In Singapore the private limited company (Pte Ltd) is by far the most popular vehicle, registered with ACRA and governed by the Companies Act 1967, while the LLP offers a flexible alternative. Clean founding documents save you from costly corrections at the Registrar later. These templates help you incorporate and govern your business on a solid footing.
Drafted to s.36 Companies Act 1967 and ACRA practice. Share classes, s.26A entrenching provisions, 75% thresholds, pre-emption. Word & PDF.
Singapore convertible note and SAFE drafted to the Companies Act 1967 and SFA 2001, with section 161 and exemption clauses. Word and PDF.
Executive director contract drafted to section 157 Companies Act 1967 fiduciary duties and ACRA practice. Reviewed for Singapore. Word and PDF.
Directors' and shareholders' written resolutions drafted to sections 184A-184G of the Companies Act 1967. Minute-book ready, in Word and PDF.
First directors' resolutions and Section 145 consent to act, drafted to the Companies Act 1967 and ACRA practice. Appointment, registered office, allotment.
Founders' agreement drafted for Singapore Pte Ltd under the Companies Act 1967. Vesting, IP assignment, restraint of trade and deadlock clauses.
ACRA BizFile+ incorporation pack drafted to the Companies Act 1967, including the Register of Registrable Controllers required from day one.
Drafted to the common law control test and PP v Jurong Country Club. Singapore contract for services with anti-misclassification and IP clauses.
Confidentiality agreement drafted for Singapore practice and the I-Admin breach-of-confidence approach. Mutual & one-way, PDPA-aware, Word & PDF download.
Master Services Agreement drafted to the Unfair Contract Terms Act 1977 and GST Act. Reasonable liability cap, IP and confidentiality. Word and PDF.
Instrument of transfer under s126, board resolution under s157A, 0.2% IRAS stamp duty under the Stamp Duties Act 1929. Compliant Word & PDF pack.
Pte Ltd shareholders' agreement drafted to the Companies Act 1967, with section 216 and 254 protections, drag-along, tag-along and founder vesting clauses.
Statutory demand drafted to s.125(2)(a) IRDA 2018, the pre winding-up step for debts over S$15,000. Compliant Word and PDF for creditors.
Build a SAFE or convertible note term sheet with a guided wizard, then download it in Word and PDF, ready to send to your early-stage investors.
When you incorporate a Pte Ltd. The company is governed by the Companies Act 1967 and registered with ACRA through BizFile+. You will need a constitution, the consents of directors and the company secretary, and the resolutions that set the company in motion.
When you set up an LLP. The Limited Liability Partnerships Act 2005 combines limited liability with the flexibility of a partnership. The LLP agreement is the heart of it, setting out contributions, profit sharing and the management of the partners.
When you contract with customers and suppliers. Service agreements, supply agreements, non-disclosure agreements and general commercial contracts fix scope, fees, confidentiality and termination, drawing on Singapore's common law of contract.
When ownership and control need to be agreed. A shareholders agreement governs how a Pte Ltd is run between its owners: transfer restrictions, reserved matters, board seats and what happens on a deadlock or exit, supported by the board and member resolutions.
A private limited company is incorporated under the Companies Act 1967 (Cap. 50) and registered with the Accounting and Corporate Regulatory Authority (ACRA) through the BizFile+ portal. There is no minimum paid-up capital, but you need at least one director ordinarily resident in Singapore, at least one shareholder, a registered office and a qualified company secretary appointed within six months. The constitution is the company's binding rulebook, so it should be kept consistent with any shareholders agreement.
An LLP is registered under the Limited Liability Partnerships Act 2005 and gives its partners limited liability while remaining tax-transparent; a general partnership under the Partnership Act, by contrast, exposes the partners to unlimited personal liability. Commercial contracts rest on Singapore's common law of contract, and the Electronic Transactions Act 2010 makes electronic records and electronic signatures valid for most commercial dealings, with limited exceptions such as wills and certain property instruments.
Tax and compliance follow quickly. A business that crosses the registration threshold must register for and charge GST under the Goods and Services Tax Act, and a company must keep its registers, file annual returns with ACRA and hold the meetings the Act requires. The common pitfalls are a constitution that conflicts with the shareholders agreement, a missing resident director or secretary, and overlooked post-incorporation filings.