Limited Company Articles of Association are mandatory documents required when incorporating a company in Singapore. They serve as the company's constitution, establishing the framework for corporate governance and internal management. The document must comply with the Companies Act (Cap. 50) and ACRA requirements, detailing matters such as share structures, shareholder rights, director duties, meeting procedures, and corporate administration. These Articles form a contract between the company and its members, and between the members themselves, providing legal certainty and operational clarity.
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Key Requirements PROMPT example:
Limited Company Articles Of Association
"I need Limited Company Articles of Association for a tech startup in Singapore with three founding shareholders, including specific provisions for share vesting and pre-emptive rights for new share issues, to be implemented by March 2025."
1. Interpretation: Definitions of terms used throughout the Articles
2. Company Name and Registration: Details of company name, type, and registered office
3. Share Capital and Variation of Rights: Structure of share capital and share classes
4. Members: Rights, obligations and liabilities of members
5. General Meetings: Procedures for conducting general meetings
6. Directors: Appointment, removal, powers and duties of directors
7. Secretary: Requirements and duties of company secretary
8. Dividends and Reserves: Rules regarding distribution of profits
9. Accounts: Requirements for financial reporting and auditing
1. Share Transfer Restrictions: Additional restrictions on share transfers for private companies wanting to control ownership
2. Preference Shares: Rights and restrictions of preference shares when company plans to issue different classes of shares
3. Board Committees: Formation and operation of board committees for larger companies with complex governance needs
1. Schedule 1: Share Capital Structure: Detailed breakdown of initial share capital
2. Schedule 2: First Directors: List of first directors upon incorporation
3. Schedule 3: Special Rights: Any special rights attached to different share classes
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