Company Articles of Association are required when incorporating a company in Singapore or when modifying an existing company's constitutional framework. This document is mandated by the Companies Act (Cap. 50) and must be filed with ACRA (Accounting and Corporate Regulatory Authority). The Articles define critical aspects such as shareholders' rights, directors' powers, share transfer restrictions, and meeting procedures. They serve as a binding contract between the company and its members, providing the framework for corporate governance and operations.
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Key Requirements PROMPT example:
Company Articles Of Association
"Need to draft Company Articles of Association for a new Singapore technology startup with multiple share classes, including provisions for future venture capital investment and employee share schemes, to be incorporated in March 2025."
1. Interpretation: Definitions of terms used throughout the Articles
2. Company Name and Office: Company name and registered office details
3. Share Capital and Variation of Rights: Details of share structure, classes, and rights attached
4. Share Certificates: Provisions regarding issue and transfer of share certificates
5. Directors: Appointment, removal, powers, and duties of directors
6. Meetings of Members: Procedures for general meetings and voting
7. Accounts: Requirements for financial records and reporting
1. Secretary: Appointment and duties of company secretary - used for larger companies or when specifically required
2. Dividends and Reserves: Procedures for dividend declaration and distribution - used when company plans to distribute dividends
3. Capitalization of Profits: Provisions for bonus issues and capitalization - used for companies planning future growth and capital restructuring
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights
2. Schedule 2: First Directors: List of initial directors and their details
3. Schedule 3: Reserved Matters: List of decisions requiring special approval - typically used for companies with multiple shareholders or investor requirements
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