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.
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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
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
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
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