CONSTITUTION OF COMPANIES
Division 1 — Incorporation
Formation of companies
17. —(1) Subject to the provisions of this Act, any person may, whether alone or
together with another person, by subscribing his name or their names to a
memorandum and complying with the requirements as to registration, form an
(2) A company may be —
(a) a company limited by shares;
(b) a company limited by guarantee; or
(c) an unlimited company.
(3) No company, association or partnership consisting of more than 20 persons
shall 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 in pursuance of some other written law in Singapore or letters patent.
(4) So much of subsection (3) as prohibits the formation of an association or a
partnership consisting of more than 20 persons shall 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.
(5) As from 15th August 1984, no company limited by guarantee with a share
capital shall be registered under this Act.
(6) The prohibition referred to in subsection (5) shall not affect a company limited
by guarantee which has a share capital and is registered as such before 15th August
1984 and section 38 (2) shall continue to apply to a company so registered; but any
such company shall, 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
(7) The conversion of a company referred to in subsection (6) shall be effected by
lodging with the Registrar a special resolution det