The Certificate of Organization and Articles of Organization serves as the primary incorporation document for companies in Singapore. This document is mandatory when establishing a new company and must be filed with ACRA (Accounting and Corporate Regulatory Authority). It contains crucial information about the company's structure, including share capital, directors' details, registered office address, and governance rules. The document ensures compliance with Singapore's Companies Act 1967 and provides the legal foundation for the company's existence and operations.
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Key Requirements PROMPT example:
Certificate Of Organization And Articles Of Organization
"I need a Certificate of Organization and Articles of Organization for a new technology startup in Singapore with two founding directors, one based in Singapore and one in Australia, with an initial share capital of SGD 100,000 divided into ordinary and preference shares."
1. Article 1: Company Name: Official registered name of the company and compliance with Business Names Registration Act requirements
2. Article 2: Registered Office: Physical address in Singapore where official documents can be served and statutory records are maintained
3. Article 3: Business Purpose: Statement of company's intended business activities and scope of operations
4. Article 4: Share Capital: Details of authorized share capital, share structure, and minimum paid-up capital requirements
5. Article 5: Directors: Information about initial directors, their powers, duties and requirements for Singapore residency
6. Article 6: Members: Details of initial shareholders, their rights, and minimum shareholder requirements
7. Article 7: Company Secretary: Appointment requirements, qualifications, and duties of the company secretary
1. Article 8: Additional Share Classes: Provisions for companies with multiple share classes with different rights and privileges
2. Article 9: Pre-emptive Rights: Rights of existing shareholders in new share issues and share transfer procedures
3. Article 10: Transfer Restrictions: Restrictions on share transfers and procedures for private companies wanting to control ownership
1. Schedule 1: Initial Shareholders: Detailed list of founding shareholders with their respective shareholdings and particulars
2. Schedule 2: Initial Directors: Complete details of first directors including their particulars and compliance with residency requirements
3. Schedule 3: Share Rights: Comprehensive description of rights and obligations attached to different share classes
4. Appendix A: Form of Share Certificate: Template and requirements for company's share certificates
5. Appendix B: Company Constitution: Additional constitutional documents and supplementary regulations
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