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Company Articles Of Association for Singapore

Company Articles Of Association Template for Singapore

Articles of Association are a fundamental constitutional document required for all companies incorporated in Singapore under the Companies Act (Cap. 50). This document sets out the basic management and administrative structure of the company, defining the relationships between shareholders, directors, and the company itself. It includes crucial provisions regarding share capital, corporate governance, decision-making processes, and operational procedures.

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What is a Company Articles Of Association?

Company Articles of Association are required when incorporating a company in Singapore or when modifying an existing company's constitutional framework. This document is mandated by the Companies Act (Cap. 50) and must be filed with ACRA (Accounting and Corporate Regulatory Authority). The Articles define critical aspects such as shareholders' rights, directors' powers, share transfer restrictions, and meeting procedures. They serve as a binding contract between the company and its members, providing the framework for corporate governance and operations.

What sections should be included in a Company Articles Of Association?

1. Interpretation: Definitions of terms used throughout the Articles

2. Company Name and Office: Company name and registered office details

3. Share Capital and Variation of Rights: Details of share structure, classes, and rights attached

4. Share Certificates: Provisions regarding issue and transfer of share certificates

5. Directors: Appointment, removal, powers, and duties of directors

6. Meetings of Members: Procedures for general meetings and voting

7. Accounts: Requirements for financial records and reporting

What sections are optional to include in a Company Articles Of Association?

1. Secretary: Appointment and duties of company secretary - used for larger companies or when specifically required

2. Dividends and Reserves: Procedures for dividend declaration and distribution - used when company plans to distribute dividends

3. Capitalization of Profits: Provisions for bonus issues and capitalization - used for companies planning future growth and capital restructuring

What schedules should be included in a Company Articles Of Association?

1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights

2. Schedule 2: First Directors: List of initial directors and their details

3. Schedule 3: Reserved Matters: List of decisions requiring special approval - typically used for companies with multiple shareholders or investor requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Singapore

Cost

Free to use

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