Companies Act 1967 · 2020 Revised Edition · Part 3 · Constitution of Companies
17. Formation of companies
In plain English
Not legal advice
Any person, alone or with others, may form a company by signing a constitution and registering. Companies may be limited by shares, limited by guarantee or unlimited. A group of more than 20 persons in business for gain must usually register as a company. Since 15 August 1984, companies limited by guarantee with a share capital cannot be registered.
Summary · Drafted with AI, checked against the official text on 30 Sep 2026.
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
Subject to the provisions of this Act, any person may, whether alone or together with another person, by subscribing the person’s name or their names to a constitution and complying with the requirements as to registration, form an incorporated company.
A company may be —
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
a company limited by shares;
a company limited by guarantee; or
an unlimited company.
No company, association or partnership consisting of more than 20 persons may be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed pursuant to some other written law in Singapore or letters patent.
registered
“registered” means registered under this Act or any corresponding previous enactment;
So much of subsection (3) as prohibits the formation of an association or a partnership consisting of more than 20 persons does not apply to an association or a partnership formed solely or mainly for the purpose of carrying on any profession or calling which under the provisions of any written law may be exercised only by persons who possess the qualifications laid down in such written law for the purpose of carrying on that profession or calling.
As from 15 August 1984, no company limited by guarantee with a share capital may be registered under this Act.
company limited by guarantee
“company limited by guarantee” means a company formed on the principle of having the liability of its members limited by the constitution to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up;
The prohibition referred to in subsection (5) does not affect a company limited by guarantee which has a share capital and is registered as such before 15 August 1984 and section 38(2) continues to apply to a company so registered; but any such company must, within 2 years of that date, elect to convert and re‑register that company either as a company limited by shares or as a company limited by guarantee.
share
“share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied;
The conversion of a company referred to in subsection (6) is effected by lodging with the Registrar a special resolution determining the conversion of the company from a company limited by guarantee with a share capital to a company limited by shares or to a company limited by guarantee (as the case may be) and altering its constitution to the extent that is necessary to bring them into conformity with the requirements of this Act relating to the constitution of a company limited by shares or of a company limited by guarantee, as the case may be.
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
On compliance by a company with subsection (7) and on the issue by the Registrar of a notice of incorporation of the company in accordance with the special resolution, the company becomes a company limited by shares or a company limited by guarantee, as the case may be.
company limited by shares
“company limited by shares” means a company formed on the principle of having the liability of its members limited by the constitution to the amount (if any) unpaid on the shares respectively held by them;
Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation.
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
company limited by guarantee
Defined · s 4“company limited by guarantee” means a company formed on the principle of having the liability of its members limited by the constitution to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up;
company limited by shares
Defined · s 4“company limited by shares” means a company formed on the principle of having the liability of its members limited by the constitution to the amount (if any) unpaid on the shares respectively held by them;
constitution
Defined · s 4“constitution”, in relation to a company, means —(a)the constitution of the company which is registered with the Registrar under section 19, as may be amended from time to time; and(b)in the case of a company incorporated before 3 January 2016, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date;
name
Defined · s 4“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
register
Defined · s 386AB“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
registration
Defined · s 356“registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and “register” and “registered” are to be construed accordingly.
share
Defined · s 4“share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied;
unlimited company
Defined · s 4“unlimited company” means a company formed on the principle of having no limit placed on the liability of its members;
Part 4
Shares, Debentures and Charges
Part 5
Management and Administration
Part 6
Financial Statements and Audit
Part 7
Arrangements, Reconstructions and Amalgamations
Part 8
Part 8A
Part 9
Investigations
Part 10
Dissolution
Part 10A
Transfer of Registration
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12