Why change your legal documents?
Has your organisation experienced a change in the way it operates? Or have you realised that the current operating procedures are no longer effective? Or have you taken on new activities? If you need to change procedures or activities which are reflected in your legal documents you would also need to change your legal documents to bring it up-to-date.
The information here will assist Singaporean non-profit community organisations to understand some of the issues that arise when making changes to their constitution. They include information about changing the constitution for societies, companies limited by guarantee and charitable trusts. We will consider the following questions:
What are your legal documents?
What is the legal process from making changes to the legal documents?
How do we lodge and get approval of changes to legal documents?
The information on this website is intended as a guide only, and is not legal advice. If you or your organisation has a specific legal issue, you should seek advice before making a decision about what to do.
What are your legal documents?
Yes, in a general meeting
Company Limited by Guarantee
Memorandum & Articles of Association
Yes, through a special resolution
What is the legal process for changing a constitution?
Under the Societies Act a society may only change its rules with the prior approval in writing of the Registry of Societies. As a registered IPC/Charity the society is also required to seek the support of the Commissioner of Charities before submitting an application to the Registry of Societies for amendment of rules.
A society can submit their applications for amendment of rules via the Registry of Societies. Societies are required to submit their applications after the resolution to amend the constitution is passed at a general meeting of members, in accordance with the society's existing constitution. The President and Secretary are required to verify and submit the application online using their SingPass. Proposed amendments should be submitted in Microsoft Word format. Supporting documents for attachment should preferably be in jpeg, pdf or tif format. The file size of each attachment should not exceed 2Mb.
For Companies Limited by Guarantee (CLG)
A company limited by guarantee would need to change their memorandum and articles. This is governed by the Companies Act which states that a company may alter their memorandum and articles by passing a special resolution.
As a charity the CLG is also required to seek the support of the Commissioner of Charities before passing such a resolution.
A special resolution requires you to follow certain procedures. One of the procedures is that it must have been passed by at least three-fourths of members present and entitled to vote at a general meeting. Furthermore at least 21 days’ written notice of this meeting must have been given. This notice must specifically state the intention to propose the resolution as a special resolution.
Alternatively, if a majority of voting members – who together hold at least 95% of the total voting rights of all the voting members present at the meeting – agree to do so, a special resolution may be proposed and passed even if less than 21 days notice has been given.
At the special resolution the chairman does not need to prove the number or proportion of votes recorded before he declares the resolution is carried. However, members may demand a poll if they meet certain requirements.
Full details on the law governing special resolution may be found in Section 184 of the Companies Act (Cap 50).
After amending the memorandum the company is required to lodge with the Accounting and Corporate Regulatory Authority (ACRA) a copy of the special resolution as well as a copy of the altered memorandum.