Company Limited By Guarantee Model Articles are essential founding documents for organizations seeking to operate as non-profit entities in Singapore. These articles serve as the company's constitution, detailing governance structure, membership rights, and operational procedures in compliance with the Companies Act 1967. They are particularly suited for charitable organizations, professional associations, and community groups where members' liability is limited to their guaranteed contribution. The document must be filed with ACRA during company incorporation and forms the basis for all company operations and decision-making processes.
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1. Interpretation: Definitions of terms used tHRoughout the articles
2. Membership: Rules regarding membership, admission, eligibility criteria, and termination procedures
3. Liability of Members: Limitation of liability and guarantee amount for each member
4. Directors: Appointment, removal, powers, duties and responsibilities of directors
5. Decision-making by Directors: Board meetings, resolutions, voting procedures, and quorum requirements
6. General Meetings: Procedures for annual and extraordinary general meetings, voting rights and processes
7. Administrative Arrangements: Company secretary, maintenance of records, means of communication, and company seal
1. Not-for-profit Provisions: Required if registering as a charity or non-profit organization, including restrictions on distribution of profits
2. Special Interest Groups: For organizations with different membership categories or special interest committees
3. Advisory Board: When additional governance structure is needed, including appointment and roles of advisory board members
1. Schedule 1 - Membership Categories: Detailed breakdown of different membership types, rights, and obligations
2. Schedule 2 - Proxy Form: Standard form template for proxy appointments at general meetings
3. Schedule 3 - Standing Orders: Detailed procedures for conduct of meetings and decision-making processes
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