Articles of Incorporation Association are essential when establishing a new company in Singapore. This document is required by the Companies Act and must be filed with ACRA during company registration. It defines the company's purpose, structure, and operational framework, including share capital arrangements, directors' powers, and shareholder rights. The Articles serve as the company's constitution and are legally binding on the company and its members. They must comply with Singapore's regulatory requirements and can be modified through special resolution procedures.
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1. Name and Interpretation: Company name, registered office, and definitions of terms used in the articles
2. Objects: The purposes for which the company is established
3. Liability: Statement of limited liability of members
4. Share Capital: Details of share structure, classes of shares, and rights attached
5. Members: Rights, obligations and procedures relating to membership
6. Directors: Appointment, removal, powers and duties of directors
7. Meetings: Procedures for general meetings and board meetings
8. Company Secretary: Appointment and duties of company secretary
1. Share Transfer Restrictions: Special provisions for private companies wanting to control share transfers between members and to third parties
2. Dividend Policy: Specific rules and procedures for determining and distributing dividends
3. Alternate Directors: Provisions governing the appointment and powers of alternate directors
1. Initial Subscribers: List of founding members and their initial shareholdings
2. Share Rights: Detailed rights attached to different share classes
3. Directors' Powers: Detailed list of specific powers granted to directors
4. Meeting Procedures: Detailed procedures for conducting meetings
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