Case Study – Mr. Z is a director of the company ABC Pte Ltd. The company wants to change its business line and thus wants to change the object clause of the constitution. Mr. Z wants to know the procedure that is needed to be complied with, for such change.
What are the procedure to be complied by ABC Pte Ltd?
ABC Pte Ltd shall have to abide by the provisions as mentioned in section 33 of the Singapore Companies Act. The section says the company shall have to pass a special resolution (with minimum 75% of votes in favour) for making any alteration in the objects of the company in general meeting. The resolution altering the objects shall not include any other amendment(s) to the constitution. Hence, any other changes, if made, to the constitution must be done by passing separate resolution.
ABC Pte Ltd must also give a minimum 21 days notice of the meeting to the members and to all trustees for debenture holders and, if there are no trustees for any class of debenture holders, to all debenture holders of that class whose names are, at the time of the posting of the notice are known to the company. Such notice shall be given by post or by electronic communications.
Also it is to be noted that the main object shouldn’t be anything which is considered illegal or void by any regulations in Singapore.
What are documents that ABC Pte Ltd shall file with ACRA? What is the time frame for such filings?
The copy of the special resolution reflecting the change in objects shall be filed with the registrar after the expiration of 21 days from passing of such resolution. The resolution shall, however, be filed within 14 days of such expiration of 21 days. It is only with the filing of the resolution along with the copy of modified Constitution that the change in the objectives shall become effective.
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