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Memorandum And Articles Of Association

Memorandum And Articles Of Association Template for Singapore

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Key Requirements PROMPT example:

Memorandum And Articles Of Association

"I need a Memorandum and Articles of Association for a new fintech startup in Singapore with multiple share classes and specific provisions for technology IP protection, planning to incorporate by March 2025."

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Document background
The Memorandum and Articles of Association is a mandatory document for all companies incorporating in Singapore. It serves as the company's constitution, defining its relationship with external stakeholders and internal governance framework. This document must include specific provisions required by Singapore law and be lodged with ACRA during incorporation. The Memorandum and Articles of Association typically covers aspects such as share capital structure, shareholders' rights, directors' powers, and meeting procedures. It forms a contract between the company and its members, and between the members themselves.
Suggested Sections

1. Company Name: Statement of the company's registered name and registration details

2. Registered Office: Address of the company's registered office in Singapore

3. Objects Clause: Statement of the company's business purposes and permitted activities

4. Limited Liability: Declaration of members' limited liability and extent of liability

5. Share Capital: Details of authorized share capital, types of shares, and share structure

6. Shareholders' Rights: Rights, privileges, and restrictions attached to different classes of shares

7. Directors: Appointment, removal, powers, duties and responsibilities of directors

8. General Meetings: Procedures for conducting shareholders' meetings and voting rights

Optional Sections

1. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they are offered to others

2. Share Transfer Restrictions: Limitations and procedures for transfer of shares between members or to third parties

3. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders

4. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares

Suggested Schedules

1. Schedule 1: Initial Subscribers: List of founding members and their initial shareholdings

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocation

3. Schedule 3: First Directors: Details of initial board members and their particulars

4. Schedule 4: Corporate Governance Procedures: Detailed procedures for company administration and governance

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


































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Industries

Companies Act (Cap. 50): Primary legislation governing company formation and operation in Singapore, including Section 23 (Requirements for memorandum), Section 39 (Articles of Association), and First Schedule (Model Constitution)

ACRA Guidelines: Accounting and Corporate Regulatory Authority guidelines and requirements for company registration and compliance in Singapore

SGX Listing Requirements: Singapore Exchange listing requirements applicable if the company intends to go public

Securities and Futures Act: Legislation governing securities trading and public offerings, relevant for public companies

Corporate Governance Code: Guidelines and principles for corporate governance practices in Singapore companies

Business Names Registration Act 2014: Legislation governing the registration and use of business names in Singapore

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data in Singapore

Company Type Requirements: Specific requirements based on company type (private limited, public limited) affecting the M&AA structure

Share Structure Requirements: Requirements for defining share classes, rights, and transfer restrictions in the M&AA

Directors' Powers and Duties: Legal requirements for defining directors' roles, responsibilities, and limitations in the M&AA

Meeting Procedures: Requirements for conducting shareholder and board meetings, including notice periods and voting procedures

Company Secretary Requirements: Legal requirements regarding the appointment and duties of company secretary

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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