{"id":24471,"date":"2019-04-08T11:40:16","date_gmt":"2019-04-08T03:40:16","guid":{"rendered":"https:\/\/zegal.com\/?p=24471"},"modified":"2024-03-21T15:16:28","modified_gmt":"2024-03-21T07:16:28","slug":"how-do-i-write-my-company-constitution","status":"publish","type":"post","link":"https:\/\/zegal.com\/en-sg\/blog\/post\/how-do-i-write-my-company-constitution\/","title":{"rendered":"How Do I Write My Company Constitution?"},"content":{"rendered":"\n

<\/span>What is a Company Constitution?<\/strong><\/span><\/h2>\n\n\n\n

Company Constitution is the term used for the legal documentation in Singapore that specifies rules and regulations on how a company will carry out its business activities and be governed. It is prepared as part of the incorporation company in Singapore process\u00a0 and new companies<\/a> are expected to submit an official Company Constitution. The term can vary in different law jurisdictions and may also be referred to as the Articles of Association in places like the UK, Hong Kong and Australia, we’ll tell you why in the next section.\u00a0<\/span><\/p>\n\n\n\n

Aside from the legal obligations,  the Company Constitution (or Articles of Association) brings about many benefits to a newly-incorporated company. It encompasses all the important information regarding the very process of incorporation, including the company members\u2019 rights and the relationships between them. It defines the company\u2019s relationship with each individual member and the relationships between the members of the company, all which agree to respect the provisions set out in the company constitution. As such, it is the first line of prevention for potential conflicts and unwanted litigation<\/span>.<\/span><\/p>\n\n\n\n

Because the  company constitution is a legally binding contract between the company and its members, the members can bring an action to enforce its provisions . Similarly, the company itself can also enforce the provisions of the company constitution to compel its members to comply with it.<\/p>\n\n\n\n

<\/span>Historical Context<\/strong><\/span><\/h2>\n\n\n\n

Historically, common law jurisdiction used to have two documents to constitute a company – the Memorandum of Association and the Articles of Association.<\/p>\n\n\n\n

The first document, the Memorandum of Associations, defines the company structure, company objectives, and the company members\u2019 liability (basically the rules applicable towards third parties outside<\/em> the company). When it comes to the Articles of Association, they described the company regulations, internal government, and company members\u2019 rights (the rules applicable within<\/em> the company).  <\/span><\/p>\n\n\n\n

However, a trend has occurred towards merging those two documents  into one. Today, this unique document contains the same information as the Memorandum & Articles of Association and serves the same purpose. It is considered an official Company Guidebook which acts as a rulebook for all company members. <\/span><\/p>\n\n\n\n

In the UK, HK and Australia the Memorandum was simply retired from the constitutional documents, leaving the Articles of Association being the unique constitutional document comprising all the rules and regulations that govern the company (internally as well as towards third parties). However, in Singapore, the Company Constitution remains as the specific name of the legal documentation required for incorporation.  <\/span><\/p>\n\n\n\n

That’s a really nice pencil but perhaps we should use a computer? <\/span><\/p>\n\n\n\n

MAKE-IT-EASY DOCUMENTS: Start Up Legal Documents\u00a0<\/a><\/p>\n\n\n\n

<\/span>Drafting the Company Constitution<\/strong><\/span><\/h2>\n\n\n\n

There are several mandatory segments that need to be included in the company constitution:<\/span><\/p>\n\n\n\n