ACRA issues Registrar’s Interpretation No. 1 of 2019 on alteration of constitution with respect to objects of company and lodging requirements under Companies Act
27 June 2019
On 15 May 2019, the Accounting and Corporate Regulatory Authority (“ACRA”) released Registrar’s Interpretation No. 1 of 2019 - Alteration of Constitution with respect to objects of company under section 33 and lodging requirements under sections 26 and 33 of the Companies Act (“Registrar’s Interpretation”).
Section 26 of the Companies Act (“CA”) sets out general provisions on alteration of a company’s constitution, while section 33 of the CA sets out the provisions relating to alteration of the objects of a company in the company’s constitution.
Alteration of constitution with respect to objects of company
The Registrar’s Interpretation clarifies ACRA’s view that in determining whether an alteration constitutes an alteration of the provisions of the constitution with respect to the objects of a company under section 33 of the CA:
- any changes to the wordings of the object clauses in the constitution (such as correcting errors and replacing old English terms with modern English terms) ought to be regarded as changes that amount to alterations of the provisions of a company’s constitution with respect to the objects of the company; and
- any changes to the constitution of a company that only involve the renumbering of the objects clauses without affecting the original language of the constitution may be regarded as changes that do not amount to alterations of the provisions of a company’s constitution with respect to the objects of the company.
With respect to (2), the company would have to lodge the special resolution altering the constitution of the company with the Registrar of Companies in accordance with section 26 of the CA. If there is no alteration with respect to the objects of a company, the company need not comply with section 33.
Manner of passing of special resolution and lodgement requirements
The Registrar’s Interpretation also clarifies ACRA’s view that a company that intends to alter the provisions of its constitution with respect to the objects of the company may only do so by passing a special resolution that only alters the provisions of its constitution with respect to the objects in its constitution. In addition, the company must lodge that special resolution under section 33 in accordance with the timelines stipulated therein, and is not required to lodge the special resolution under section 26.
Reference materials
The Registrar’s Interpretation is available from the ACRA website www.acra.gov.sg by clicking here.