The Memorandum Of Company Limited By Shares is a mandatory document for incorporating a company in Singapore. It serves as a constitutional document that defines the company's relationship with external stakeholders and sets out fundamental aspects of the company's structure. The document must comply with Singapore's Companies Act requirements and ACRA guidelines, detailing essential information such as the company's objectives, share capital, and liability limitations. This document is particularly crucial as it establishes the company's legal existence and provides a framework for its operations.
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1. Company Name: States the approved name of the company as registered with ACRA
2. Registered Office: Specifies the registered address in Singapore where the company will maintain its principal place of business
3. Objects Clause: Details the business purposes and activities of the company, outlining its scope of operations
4. Limited Liability: Declaration that the liability of members is limited to the amount unpaid on their shares
5. Share Capital: Details of initial share capital structure, including total authorized capital and par value of shares
1. Restrictions on Share Transfer: Optional provisions limiting how shares can be transferred, typically used in private companies to maintain control
2. Pre-emption Rights: Optional clause giving existing shareholders first right to purchase new shares before they are offered to outside parties
3. Business Restrictions: Optional limitations on specific business activities or industries the company may engage in
1. Schedule 1: Initial Subscribers: List of founding shareholders with their names, identification numbers, addresses, and number of shares subscribed
2. Schedule 2: Share Classes: Detailed breakdown of different share classes, their rights, privileges, and restrictions if multiple share classes exist
3. Schedule 3: Initial Directors: Details of first appointed directors including their names, identification numbers, and residential addresses
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