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  • Change Company Name Singapore: ACRA Guide & Special Resolution Process

    Change Company Name Singapore: ACRA Guide & Special Resolution Process

    [SUMMARIES]

    Mandatory Requirement: Changing a company name requires a Special Resolution, requires a Special Resolution with a minimum 75% majority vote from eligible shareholders.

    The Platform: All applications must be submitted via the ACRA BizFile+ portal using CorpPass.

    Cost & Time: The name application fee is SGD 15 (paid upfront). Standard approvals are often instant or take up to 3 days, but referral cases can take 14-60 days.

    Post-Change Duties: You must update your company seal, bank accounts, and licenses. IRAS updates automatically, but CPF may require manual notification.

    Name Restrictions: Proposed names must not be identical to existing entities, undesirable, or similar to reserved names.

    [/SUMMARIES]

    Rebranding or strategic shifts often require a new company name. However, beyond branding, renaming a business is a formal legal procedure governed by ACRA and the Singapore Companies Act. Success relies on precise compliance and documentation, specifically the passing of a Special Resolution.

    Koobiz simplifies the entire rebranding journey, ensuring your transition remains compliant and rejection-free. Whether you are fixing a typo or launching a complete rebrand, following the correct procedure is vital to avoid rejection. This guide provides a clear walkthrough of the change company name Singapore process, from the initial BizFile+ reservation to drafting your Special Resolution and the essential steps to take after approval.

    Pro Tip for Foreign Companies: If you are a branch of a foreign company, Critical Note for Branches: Ensure the parent company’s name is officially updated in its home jurisdiction before notifying ACRA.

    Requirements for Changing Company Name in Singapore

    To ensure a seamless transition and avoid immediate rejection, your company must meet four foundational legal requirements: Failing to meet these foundational elements often leads to immediate rejection, wasting both time and non-refundable filing fees.

    Requirements for Changing Company Name in Singapore
    Requirements for Changing Company Name in Singapore

    1. Name Availability & Uniqueness

    The first step is ensuring your proposed name strictly adheres to ACRA’s naming conventions to avoid being flagged as identical or phonetically similar. The proposed name cannot be identical to an existing entity, nor can it be phonetically similar to names already reserved.

    • Uniqueness Check: You must conduct a thorough search on BizFile+ to ensure no other business uses the same name.
    • Avoid Similarities: ACRA maintains strict standards; for example, adding ‘(Singapore)’ to an existing name will still result in a similarity rejection.

    2. Shareholder Approval (Special Resolution)

    Legally, a name change requires a formal update to the company’s constitution, which necessitates specific shareholder consent.Unlike minor administrative changes that directors can approve, a name change alters the company’s constitution.

    • 75% Majority: You must pass a Special Resolution with a 75% supermajority vote from shareholders holding voting rights.

    3. Avoid Restricted Words

    Be mindful that restricted terms (e.g., ‘Bank’, ‘University’) often trigger mandatory referrals to agencies like MAS or MOE, extending the approval timeline.

    • Restricted Terms: Words like “Bank,” “Insurance,” “University,” or “Education” require external approval.
    • Undesirable Words: The name must not contain vulgarities or imply a connection to government bodies without permission.

    4. Constitution Compliance

    Finally, review your Company Constitution (formerly Articles of Association) for any internal clauses that may impose stricter requirements than the standard Companies Act.

    • Check Clauses: Check your company’s Constitution (formerly Articles of Association) to see if there are additional clauses regarding name changes beyond the standard Companies Act requirements.

    Step-by-Step Guide to Filing a Name Change on ACRA

    Updating your corporate identity involves four critical stages, managed almost entirely through the ACRA BizFile+ portal.

    Step-by-Step Guide to Filing a Name Change
    Step-by-Step Guide to Filing a Name Change

    Here is the detailed procedure to ensure a successful filing:

    Step 1: Check, Reserve, and Pay for the New Name

    The process begins with securing name approval. You must first submit a formal application to ensure the name is available and compliant. Log in to BizFile+ using your CorpPass credentials. Navigate to the “Start a Business” or “Local Company” section and select “Application for a New Company Name.”

    • Application Fee: A non-refundable SGD 15 fee is payable to ACRA at this stage.
    • Approval: If the name is available and requires no external approvals, it is often approved within minutes. Upon successful approval, the name will be exclusively reserved for your company for a period of 120 days.

    Step 2: Convene an EGM and Pass the Resolution

    With the name reserved, the next legal requirement is to convene an Extraordinary General Meeting (EGM) to formalize shareholder consent. During this meeting, the shareholders must vote on the name change. Expert Support: The Koobiz secretarial team specializes in drafting precise Minutes of Meeting and Special Resolutions to ensure your name change is legally airtight.

    Step 3: File “Change in Company Information”

    Once the resolution is passed, finalize the process by submitting the ‘Change in Company Information’ filing on BizFile+.

    • Select “File eServices” > “Local Company” > “Make Changes” > “Change in Company Information”.
    • Select “Change in Company Name”.
    • Enter the Transaction Number of the approved name application from Step 1.
    • Mandatory Attachment: You are required to upload the signed Special Resolution (in PDF format) as evidentiary proof for ACRA.

    Step 4: Final Endorsement

    Once the transaction details are finalized, the application must be endorsed by the directors or a Registered Filing Agent (RFA) like Koobiz. Upon successful submission, ACRA will process the request. Upon ACRA’s approval, you will receive a formal email notification containing the Notice of Incorporation under New Name, confirming the change in the public register.

    What is a Special Resolution for Name Change?

    A Special Resolution is a high-level corporate decision necessitating at least 75% shareholder approval—a threshold significantly higher than standard ordinary resolutions. As renaming a company effectively alters its Constitution and identity, Section 28 of the Companies Act mandates this strict level of consensus.

    Special Resolution for Name Change
    Special Resolution for Name Change

    To ensure the resolution is legally valid, you must adhere to the following protocols:

    • Voting Threshold: You must obtain a majority of at least 75% of the total voting rights from shareholders present and voting at the meeting.
    • Notice Period: A formal written notice must be served 14 days in advance for private companies (21 days for public entities), clearly stating the intent to pass a Special Resolution.
      • Short Notice Exception: An EGM can be convened on shorter notice provided shareholders holding at least 95% of the total voting rights provide their consent.
    • Written Resolution Option: To streamline the process, SMEs may bypass physical meetings by circulating a Written Resolution, provided it is signed by all eligible shareholders.

    Koobiz Advice: Always retain the signed resolution in your Minute Book. This document serves as definitive proof of compliance during statutory audits or potential shareholder disputes.

    Processing Time and Fees for Name Change Application

    The core fee is SGD 15 (paid during the name application in Step 1).

    15 SGD, instant and delayed approval times
    15 SGD, instant and delayed approval times
    • Understanding Approval Timelines: Approval times vary significantly based on your chosen name:Comparing the scenarios helps manage expectations:
    • Standard Application (Instant): For a unique name with no restricted words (e.g., changing “ABC Trading Pte Ltd” to “XYZ Logistics Pte Ltd”), approval is often instant (15–20 minutes) or within one working day.
    • Referral Application (Delayed): If your new name includes regulated words like “Architecture,” “Law,” “Hospital,” or “Estate,” the application is routed to the respective government body.For names requiring agency referral, expect a processing window of 14 days to 2 months.

    Important Note: The SGD 15 filing fee is non-refundable. Any rejection will require a fresh application and a new fee payment.

    Post-Approval Checklist: What to Do After Changing Company Name?

    Securing ACRA’s approval is a major milestone, but you must now update your operational records to prevent compliance breaches.

    Post-Approval Checklist
    Post-Approval Checklist

    Here are the five critical areas to update immediately:

    Corporate Bank Accounts: This is urgent. Submit your ACRA Business Profile and Certificate of Change of Name to your bank.

    Urgent: Update your corporate bank account details immediately. Cheques issued under the former name may be dishonoured after a brief grace period.

    Government Licenses & Permits: Notify agencies like SFA (food) or STB (travel) immediately. While ACRA updates the central registry, specific licenses.

    Action Required for CPF: Unlike IRAS, which syncs weekly, CPF contributions often require manual notification via your updated Business Profile.

    CPF and IRAS:

    • IRAS: Generally updates automatically on a weekly basis based on ACRA records.
    • CPF: Often requires manual notification. You may need to send them your updated ACRA Business Profile to ensure contributions continue smoothly.

    Company Seal and Rubber Stamp: Order a new Company Seal and rubber stamp with the new name and UEN. Ensure a new Company Seal and rubber stamp are produced immediately; using outdated stamps can jeopardize the validity of legal contracts.

    Stationery and Digital Presence: Update your letterheads, invoices, website, email signatures, and signage. The Companies Act requires your correct name and UEN on all official correspondence.

    Does the UEN Change When the Company Name Changes?

    UEN Continuity: Your Unique Entity Number (UEN) remains unchanged throughout the company’s lifespan, regardless of any name changes.

    The UEN is a permanent ID issued at incorporation. It stays with the company until dissolution, regardless of name changes. This ensures business continuity, allowing you to reassure suppliers and clients that the legal entity they are contracting with remains the same.

    Why Does ACRA Reject Name Applications?

    While the process is straightforward, ACRA maintains strict oversight. Rejections typically stem from three primary non-compliance areas:

    • Identical Name Conflicts: ACRA’s algorithm disregards common identifiers such as ‘The’, ‘Pte’, or ‘Ltd’. Therefore, ‘Best Tech Pte Ltd’ is legally viewed as identical to ‘Best Tech Ltd’.
    • Prohibited & Undesirable Terms: Any proposed name deemed offensive, vulgar, or implying an unauthorized government connection (e.g., ‘Temasek’, ‘Asean’) will be summarily rejected.
    • Pre-existing Reservations: You cannot claim a name already secured by another entity. Remember, a name reservation is legally valid for 120 days, even before incorporation is finalized.

    The Koobiz Advantage: We conduct a comprehensive pre-clearance check against ACRA’s database to proactively mitigate rejection risks and save you unnecessary filing fees.

    Difference Between Trading Name vs. Registered Company Name

    Your Registered Company Name serves as your official legal identity, whereas a Trading Name (or Business Name) acts as a functional brand alias for marketing purposes.

    Feature Registered Company Name Trading Name (Business Name)
    Legal Status The official name approved by ACRA (e.g., “Koobiz Services Pte. Ltd.”). An operational alias (e.g., ‘Koobiz Consulting’). Crucially, this must be registered with ACRA as a ‘Business Name’ and linked directly to your UEN.
    Usage Mandatory on invoices, contracts, and regulatory filings. Used for signage and marketing, widely used for signage and branding; however, all statutory documents (contracts, invoices) must clearly disclose the underlying Registered Company Name to remain compliant.
    Key Distinction Legally protected in Singapore against identical registrations. Provides the flexibility for a single entity to manage multiple brands without the administrative cost of forming separate subsidiaries.

    About Koobiz

    Executing a successful name change in Singapore demands more than just a new brand vision—it requires meticulous corporate secretarial precision. At Koobiz (koobiz.com), Koobiz streamlines your entire compliance journey, from drafting legally airtight Special Resolutions to managing complex ACRA filings and banking updates.

    Whether you need help with Singapore company incorporation, corporate bank accounts, or tax and accounting, partner with Koobiz for seamless growth. Let our experts handle the regulatory complexities while you focus on scaling your business in Singapore.

    Explore Koobiz Services

  • Understanding the Singapore Company Constitution: M&AA vs. Model Clauses

    Understanding the Singapore Company Constitution: M&AA vs. Model Clauses

    [SUMMARIES]

    The Singapore Company Constitution replaces the former Memorandum and Articles of Association as the supreme binding document governing internal management and shareholder rights.

    Founders must choose between ACRA’s standard Model Constitution for cost-efficiency or a Customized Constitution to accommodate complex share structures and investor needs.

    Amendments to this statutory contract require a Special Resolution with a 75% shareholder majority, ensuring rigorous consensus for governance changes.

    [/SUMMARIES]

    The Singapore Company Constitution is the supreme legal document that governs the internal management, rights, and obligations of a company and its members under the Companies Act 1967. For business owners, understanding this document is the foundation of corporate governance. Previously known as the Memorandum and Articles of Association (M&AA), the modern Constitution consolidates these regulations into a single, cohesive framework essential for every locally incorporated entity.

    Koobiz specializes in helping businesses navigate these requirements seamlessly during incorporation. Whether you choose the standard model or a bespoke document, getting this right from the start is critical.

    To comprehend the evolution of this document, one must look at the legislative changes introduced by the Companies (Amendment) Act 2014, effective from January 3, 2016. Before this, companies maintained two separate documents (Memorandum and Articles). Today, this distinction is abolished for new companies, streamlining the process. Older companies can continue using their existing M&AA, which is now legally “deemed” to be their constitution, though updating it to align with modern provisions is highly recommended.

    The most pressing decision for new entrepreneurs is choosing between the standard “Model Constitution” provided by ACRA and a “Customized Constitution.” This choice dictates the flexibility of your company regarding share transfers and decision-making.

    What is a Singapore Company Constitution?

    A Singapore Company Constitution acts as a binding contract between the company and its members. Deriving its authority from Section 22 of the Companies Act 1967, it serves as the ultimate rulebook for internal administration.

    Singapore Constitution: contract & internal management rules
    Singapore Constitution: contract & internal management rules

    Unlike commercial contracts, the Constitution governs the relationship between directors and shareholders including decision-making processes, power distribution, and member rights. If no specific constitution is filed during incorporation, the Model Constitution applies by default.

    Furthermore, the Constitution is a public document available for purchase via ACRA’s BizFile+ portal, allowing creditors and investors to review key rules regarding borrowing limits and share-transfer restrictions before entering into businesses.

    What are the Mandatory Sections Required by Law?

    The Mandatory Sections Required by Law
    The Mandatory Sections Required by Law

    While modern constitutions are flexible, Section 22 of the Companies Act mandates certain clauses to establish the entity’s identity and scope. The following four sections are standard and essential:

    1. Name Clause: The full, approved name of the company, matching exactly with the name reserved with ACRA. Private limited companies must include “Private Limited” or “Pte. Ltd.” as part of the name.
    2. Registered Office Clause: The constitution must declare that the registered office is situated in the Republic of Singapore. This establishes jurisdiction and the address for official legal notices.
    3. Liability Clause: For a company limited by shares, it must explicitly state that “the liability of the members is limited.” with a view to protecting shareholders from personal liability for company debts.
    4. Subscriber Clause: The document must state each initial subscriber’s full name, addresses and occupations along with a declaration that they desire to form the company and agree to take up the number of shares specified.

    Note: The Capital Clause (specifying authorized capital) is no longer mandatory following the abolition of authorized share capital and par value. Share capital is now declared directly via share allotment filings on BizFile+.

    5 Critical Considerations When Drafting Your Constitution

    5 Critical Considerations When Drafting Your Company Constitution
    5 Critical Considerations When Drafting Your Company Constitution

    Before adopting a standard template, evaluate these five strategic factors that determine power balance and financial fluidity:

    • Share Classes (Ordinary vs. Preference): Startups seeking investment often need “Preference Shares” (priority on dividends, no voting rights). The standard Model Constitution usually accounts only for ordinary shares.
    • Pre-emption Rights: This protects existing shareholders from dilution by requiring any selling shareholders to offer their shares to current members before external parties This is vital for maintaining control in private companies.
    • Board Dynamics & Casting Vote: A clause giving the Chairman a “casting vote” to prevent deadlock in case of a tie vote
    • Conflict Resolution: Your constitution can outline mediation or arbitration mechanisms to resolve disputes without resorting to winding up the company.
    • Dividend Policy: our constitution sets specific rules on how and when these are declared, offering transparency to investors.

    Model Constitution vs. Customized Constitution: Which is Right for You?

    The Model Constitution offers cost-efficiency while a Customized Constitution offers flexibility.

    The Model Constitution: A statutory template provided in the Companies (Model Constitutions) Regulations 2015.

    • Pros: Free, legally robust, and automatically compliant. Ideal for single-shareholder companies.
    • Cons: Rigid. Lacking specific protections like “tag-along” or “drag-along” rights crucial for VC-backed startups in a standard scenario.

    The Customized Constitution: A bespoke document drafted by professionals.

    • Pros: Tailored to specific needs. Allows for dual-class share structures and entrenched provisions.
    • Cons: Incurs legal drafting fees and requires more preparation time.

    How to Register and Submit Your Constitution to ACRA

    Submission is a mandatory step in the incorporation workflow via the BizFile+ portal.

    Log in to BizFile+: Use your SingPass to access ACRA’s filing system. Navigate to “Start a New Local Company”.

    Select Constitution Type:

    1. If adopting the Model Constitution, simply check the box for “Constitution of a Private Company Limited by Shares”.
    2. If using a Custom Constitution, upload the full PDF document containing the mandatory clauses.

    Digital Endorsement: ACRA sends an email notification to all appointed directors and shareholders. They must log in to BizFile+ and digitally endorse the application to confirm their agreement.

    Koobiz can handle this entire submission process for you, ensuring your Constitution is correctly formatted and lodged so you can focus on your business.

    How to “Buy” or Retrieve a Company Constitution?

    You can retrieve a constitution in two ways:

    • Adoption (Free): New business owners can download or select the Model Constitution for free during incorporation.
    • Due Diligence (Purchase): To view another company’s constitution (e.g., a competitor or partner), you can purchase “Extracts” from the ACRA iShop. As a public record, any member of the public can buy a copy (typically SGD 11 to SGD 26) to verify governance rules.

    Can You Amend the Constitution After Incorporation?

    Yes, via a Special Resolution, which requires at least 75% of the votes from shareholders.

    The Process:

    1. Proposal & Meeting: Directors/Shareholders propose the change at a General Meeting.
    2. Voting: A 75% majority is required to pass the resolution.
    3. Lodgement: The company must file a “Notice of Resolution” and the new constitution via BizFile+ within 14 days.

    Important Note on Entrenched Provisions:

    If you wish to add or remove “Entrenched Provisions” (clauses deliberately made difficult to change), Section 26A of the Companies Act usually requires unanimous agreement (100%) from all members,.

    Start Your Incorporation Journey with Koobiz

    Ready to incorporate your Singapore company with the right governance structure?

    Whether you need a simple Model Constitution or complex customized clauses, Koobiz provides expert incorporation and corporate secretarial services to ensure your business foundation is legally sound. We handle the drafting, registration, and ACRA submission so you can focus on growth.

    Visit koobiz.com today to incorporate your company with confidence.

    Frequently Asked Questions (FAQs)

    Does a Sole Proprietorship need a constitution?

    No. A constitution is only required for incorporated companies (e.g., Private Limited companies). Sole proprietorships and partnerships are not separate legal entities and do not require this document.

    How much does it cost to adopt the Model Constitution?

    There is no additional fee to adopt the Model Constitution itself—it is free. You only pay the standard company incorporation fees (SGD 315) to ACRA. Legal fees apply only if you hire a professional to draft a Custom Constitution.

    Do I need to physically sign the constitution?

    No. The incorporation process is fully digital. Directors and shareholders “sign” by digitally endorsing the application via email link using their SingPass.