The Memorandum of Association and Bye Laws serves as the foundational document for companies incorporating in Singapore. This document is mandatory under Singapore law and must be filed with ACRA during the incorporation process. It contains crucial information about the company's structure, purpose, and governance, including share capital details, directors' powers, and shareholders' rights. The Memorandum of Association and Bye Laws also sets out the rules for internal management and decision-making processes, making it an essential reference document throughout the company's lifetime.
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1. Interpretation: Definitions of terms used throughout the document
2. Company Name: Official name of the company and provisions for name change
3. Registered Office: Location of the company's registered office
4. Objects: Purpose and permitted activities of the company
5. Liability of Members: Extent of members' liability
6. Share Capital: Structure and details of company's share capital
7. Members' Rights and Obligations: Rights, responsibilities and restrictions of membership
8. Directors and Management: Appointment, removal, powers and duties of directors
9. Meetings: Procedures for general meetings and board meetings
1. Secretary: Appointment and duties of company secretary
2. Dividends and Reserves: Policies regarding profit distribution
3. Audit: Audit requirements and procedures
1. Initial Subscribers: Details of founding members and initial shareholding
2. Share Classes: Detailed rights and restrictions attached to different share classes
3. Board Procedures: Detailed procedures for board meetings and decision-making
4. Proxy Forms: Standard forms for proxy appointments
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