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Model Articles of Association
I need Model Articles of Association for a private limited company in Singapore, ensuring compliance with the Companies Act, with provisions for a single class of shares, a minimum of two directors, and the ability to issue additional shares with board approval.
What is a Model Articles of Association?
Model Articles of Association are standardized templates provided by Singapore's Companies Act that outline how a company should be run. They serve as ready-made rules covering everything from shareholder meetings to director appointments, making it easier for new businesses to get started without crafting custom articles from scratch.
Companies can adopt these model articles as-is, modify them to suit specific needs, or create entirely new ones. Most small and medium enterprises in Singapore use them as their starting point since they already include essential governance structures that align with local regulatory requirements and business practices.
When should you use a Model Articles of Association?
Model Articles of Association work best when launching a new company in Singapore, especially if you need to move quickly and keep costs down. They're particularly valuable for small businesses and startups that want standardized governance rules without paying for custom legal drafting. Many entrepreneurs choose them during company registration to save time and ensure compliance.
These model articles also make sense when incorporating a straightforward business with typical ownership and management structures. They provide ready-made solutions for common scenarios like shareholder voting, director appointments, and meeting procedures. For complex business structures or special requirements, you might need customized articles instead.
What are the different types of Model Articles of Association?
- Model Articles Of Association For Private Companies: Standard template for typical private companies, covering basic governance and shareholder rights.
- Company Limited By Guarantee Model Articles: Specialized version for non-profit organizations and charities, focusing on member rights rather than shareholders.
- Memorandum Of Association Model: Companion document that defines the company's relationship with outside stakeholders, often used alongside articles to complete company formation.
Who should typically use a Model Articles of Association?
- Company Directors: Use Model Articles of Association to understand their powers, duties, and decision-making processes within the company structure.
- Shareholders: Rely on these articles to know their voting rights, meeting procedures, and share transfer restrictions.
- Company Secretaries: Reference and maintain compliance with the articles while handling corporate administration and governance matters.
- Legal Advisors: Draft modifications to the model articles and ensure alignment with Singapore's Companies Act requirements.
- ACRA Officers: Review submitted articles during company registration to verify compliance with local regulations.
How do you write a Model Articles of Association?
- Company Details: Gather basic information like company name, registered address, business activities, and share capital structure.
- Governance Structure: Decide on director appointment rules, voting procedures, and meeting requirements for your organization.
- Shareholder Rights: Define share classes, transfer restrictions, and dividend policies that suit your business needs.
- Special Provisions: Identify any industry-specific requirements or unique operational needs that differ from standard templates.
- Review Process: Our platform generates customized articles that align with Singapore's legal requirements, making compliance straightforward while reducing drafting errors.
What should be included in a Model Articles of Association?
- Company Name and Registration: Full legal name, registration number, and registered office address.
- Share Structure: Classes of shares, rights attached, and transfer procedures.
- Director Provisions: Appointment process, powers, duties, and meeting procedures.
- Shareholder Meetings: Notice periods, quorum requirements, and voting mechanisms.
- Business Objects: Scope of permitted business activities.
- Dividend Rules: Procedures for declaring and distributing dividends.
- Company Secretary: Role requirements and responsibilities under Singapore law.
- Winding Up: Procedures for dissolution and asset distribution.
What's the difference between a Model Articles of Association and a Memorandum of Association?
Model Articles of Association and the Memorandum of Association serve different but complementary purposes in Singapore company law. While they're often prepared together during company formation, they handle distinct aspects of company governance.
- Internal vs External Focus: Model Articles govern internal operations and relationships between shareholders and directors, while the Memorandum defines the company's relationship with the outside world.
- Scope of Coverage: Model Articles detail day-to-day management rules, voting procedures, and meeting requirements. The Memorandum states the company's objectives, powers, and liability structure.
- Modification Process: Model Articles can be amended through special resolution by shareholders, while changes to the Memorandum often require additional regulatory approval.
- Legal Requirements: Both documents are mandatory for company registration, but Model Articles can use standardized templates, while the Memorandum typically needs more customization.
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