A further observation on the constitution for a private company limited by shares

CNPupdate

 

A further observation on the constitution for a private company limited by shares


Date Published: 1 September 2016




 

In the March 2016 edition of CNPupdate, we wrote some observations on this topic, which included a comment that once the company makes any amendment to the memorandum or articles of association [existing before the amendments to the Companies Act on 3 January 2016 that brought in the concept of the “constitution”] it will be required to file a complete set of regulations in the form of a single document as the constitution of the company.

We should have pointed out instead that a company may continue to make amendments to its pre-existing memorandum and articles in accordance with section 26 of the Act. The reason is that section 4(13)(a) of the Act states:

“With effect from the date of commencement of section 3 of the Companies (Amendment) Act 2014:

  • the memorandum of association and the articles of association of a company that is in force for the company immediately before that date:
    • shall collectively be deemed to constitute, and shall have effect as, that company’s constitution; and
    • may be amended by the company from time to time in the same manner as the constitution of a company;”

Note section 26(2) of the Act requires lodging a copy of the “constitution as adopted or altered” with the resolution for the amendment (unless the Registrar dispenses with that requirement). This seems to suggest the entire memorandum and articles, as amended, should be lodged as the constitution in the event of an amendment to the memorandum or articles of association under section 26.


Disclaimer: This update is provided to you for general information and should not be relied upon as legal advice.

 

CNPLaw’s Corporate Advisory Lawyer

Bill Jamieson is a Partner at CNPLaw LLP. Bill is an English lawyer who is also registered to practise Singapore law in the areas of corporate law, banking and finance and securities laws. He enjoys working in the diverse and dynamic Asian market and helping his clients to achieve their goals.
Partner

    Bill’s practice focuses on corporate financing transactions, investment funds, mergers and acquisitions, private equity and employment law matters. His experience includes 10 years in the City of London and over 20 years in Asia. Before joining CNP, Bill was a partner in a well-known international law firm. He is recommended lawyer for Corporate and M&A, Banking and Finance, Investment Funds and Labour and Employment in Legal 500 Asia Pacific 2020. Bill is one of the firm’s contacts for Interlaw, a network of independent full-service corporate law firms ranked by Chambers and Partners in its highest category, “Elite”, amongst all global law firm networks.



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