Course Description

Synopsis:

While the Companies Act sets the legal framework, the real control of a company often lies elsewhere, within its constitution.

In this module, we unpack how the company’s constitution operates as a powerful governance tool that defines internal decision-making, shareholder rights, and board authority. From share issuances and director powers to profit distribution and meeting procedures, the constitution shapes how a company functions on a day-to-day basis.

You’ll also explore:

  • The evolution from the dual-document Memorandum & Articles to the modern single-document constitution
  • The implications of the abolition of the ultra vires doctrine and expanded corporate capacity
  • How constitutions can be altered, and challenged, including the critical “bona fide in the interests of the company as a whole” test
  • Real-world scenarios where majority power clashes with minority protection

Designed with practical case illustrations, this session equips finance and accounting professionals with the insight to interpret, assess, and navigate constitutional provisions with confidence—whether advising management or safeguarding stakeholder interests.

Subsequently, we recommend that you watch The Company’s Constitution: Rights, Restrictions & Enforcement to dive deeper into the more complex and often misunderstood aspects of the company’s constitution.


Intended For:

  • Audit Professionals / PAIP
  • Finance Professionals  / PAIB
  • C-suite & Directors 
  • Public Sector Finance
  • Business Owners


Competency Mapping: 

CPE Category "Others" = 0.5 CPE Hour 

Instructor Image

Lau Kah Hee

Kah Hee is qualified as an Advocate & Solicitor in Singapore and as an Attorney-at-Law in New York, and his legal career has spanned more than 15 years. He is also a Commissioner for Oaths.Kah Hee began his legal career in 2008 as a Justices’ Law Clerk and then as an Assistant Registrar at the Supreme Court of Singapore where he worked for the Chief Justice and Judges of Singapore. Thereafter, Kah Hee was appointed a Deputy Public Prosecutor and State Counsel at the white-collar crime division of the Attorney-General’s Chambers of Singapore in 2010. While with the Singapore Legal Service, Kah Hee was also an adjunct member of the teaching faculty at the National University of Singapore, School of Business where he taught the final year accounting students Corporate & Securities Law.In 2011, Kah Hee embarked on a new and challenging career in private practice, practising litigation and arbitration with the largest local law firm in Singapore (Rajah & Tann LLP) and the largest international law firm in the world (Baker & McKenzie), before joining Derrick Wong & Lim BC LLP as a Partner in April 2016, and now in the reconstituted firm, BC Lim & Lau LLC as a Director in January 2020. Apart from practising law, Kah Hee is concurrently an adjunct faculty member of the Singapore Management University, School of Law, teaching the Law of Evidence and Company Law.Kah Hee is actively involved in commercial litigation, arbitration, as well as immigration law, corporate compliance and governance. He also has experience advising and acting for various parties in contractual, commercial, corporate, banking, property, employment, financial and investment-related disputes. In corporate compliance, Kah Hee’s practice includes bank fraud investigation, defence against government/regulatory investigations, and white-collar criminal matters.

Course Rating

Speaker's Rating

0.5 CPE Hour

Lesson(s)

3

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