MOA and AOA in Singapore: Now Your Company Constitution

In short: Singapore companies no longer file a separate Memorandum of Association (MOA) and Articles of Association (AOA). Since the Companies (Amendment) Act 2014 took effect, the two were merged into a single document called the company constitution. Older companies’ MOA and AOA are treated as their constitution. Most new companies adopt ACRA’s model constitution at incorporation; changes need a special resolution lodged with ACRA within 14 days.

What happened to the MOA and AOA?

Under the old rules, the MOA set out the company’s name, objects and liability, and the AOA set out internal rules (directors, meetings, shares). The 2014 amendments to the Companies Act merged them into one constitution. For companies formed before the change, the existing MOA and AOA are deemed to be the constitution, so foreign banks asking for an “M&A” should be given the constitution.

What does a Singapore company constitution contain?

Typically: the company name, whether members’ liability is limited, the full names of the first members and shares each takes, and the internal rules on directors, shares, meetings and dividends. A company can have unrestricted objects.

Model constitution or a custom one?

At incorporation you can adopt ACRA’s model constitution or file your own. Founders with co-founders or investors often add custom clauses (share transfer restrictions, pre-emption rights, reserved matters). A shareholders’ agreement can hold private terms that need not be filed.

How to amend the constitution

1. Directors approve the proposed wording.
2. Members pass a special resolution (at least 75%), at a meeting on 14 days’ notice for a private company or in writing.
3. Lodge the resolution and the amended constitution with ACRA on Bizfile within 14 days.

Changes to the company’s objects follow an extra waiting period under section 33, so allow more time.

How Paul Hype Page helps

We set up the constitution as part of company registration (S$800 + S$315 ACRA fee), and our corporate secretary service (S$600 a year) handles amendments and certified true copies for banks. Founders can sign remotely.

FAQ

Do Singapore companies still have a Memorandum of Association?

No. Since the Companies (Amendment) Act 2014, the MOA and AOA have been merged into a single company constitution.

What should I give a foreign bank that asks for an MOA and AOA?

Provide the company constitution, which replaces both. For older companies, the existing MOA and AOA are treated as the constitution.

How do I change my company constitution in Singapore?

Pass a special resolution and lodge it with the amended constitution with ACRA within 14 days.

Can I use ACRA’s model constitution?

Yes. You can adopt the model constitution at incorporation, in full or with changes.

Questions about your company? WhatsApp us or contact us. Free EP eligibility check, and you can sign documents remotely.