The Company Constitution Articles of Association is a mandatory document required for all companies incorporated in Singapore. It serves as the company's foundational document, outlining the relationship between shareholders, directors, and the company itself. The document must align with the Companies Act 1967 and includes essential provisions about share capital, voting rights, appointment of directors, and general meeting procedures. It's particularly crucial during company formation, corporate restructuring, or when making fundamental changes to the company's structure. The constitution becomes binding upon all members once registered with ACRA.
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1. Interpretation: Definitions of terms used throughout the constitution
2. Company Name: Official name of the company and provisions regarding name changes
3. Registered Office: Location of the company's registered office
4. Share Capital and Variation of Rights: Details of share structure, classes, and rights attached
5. Share Issuance and Transfer: Procedures for issuing and transferring shares
6. General Meetings: Rules for conducting shareholder meetings
7. Directors and Management: Appointment, removal, and powers of directors
8. Secretary: Requirements and duties of company secretary
9. Dividends and Reserves: Procedures for declaring dividends and maintaining reserves
1. Preference Shares: Detailed provisions for different classes of shares and their associated rights and restrictions
2. Board Committees: Provisions for establishing and governing specialized board committees including audit, remuneration, and nomination committees
3. Indemnity and Insurance: Provisions for protecting directors and officers through indemnification and insurance arrangements
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: Proxy Form: Standard form for appointing proxies at meetings
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