Model Articles of Association for Limited Companies are essential when incorporating a company in Singapore or updating an existing company's constitution. This document is required under the Companies Act 1967 and must be filed with ACRA. It contains crucial provisions about share capital, director powers, shareholder rights, and corporate governance procedures. The Model Articles serve as a comprehensive template that can be adopted as-is or modified to suit specific business needs while ensuring compliance with Singapore's regulatory framework.
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1. Interpretation: Definitions of terms used tHRoughout the Articles
2. Company Name: Specification of company name and any restrictions on name changes
3. Share Capital and Variation of Rights: Details of share structure, classes, and rights attached to shares
4. Share Certificates: Provisions regarding issuance and transfer of share certificates
5. Transfer of Shares: Rules and procedures for share transfers
6. Directors: Appointment, removal, powers, and duties of directors
7. General Meetings: Procedures for calling and conducting shareholder meetings
8. Voting Rights: Voting procedures and rights of shareholders
9. Dividends: Rules for declaration and payment of dividends
1. Preference Shares: Include when company has or plans to issue preference shares with special rights and restrictions
2. Board Committees: Provisions for establishing and operating board committees, suitable for larger companies with complex governance needs
3. Electronic Communications: Provisions for electronic notices and meetings, enabling virtual meetings and communications
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights
2. Schedule 2: Pre-emption Rights: Detailed procedures for share transfers and new issues
3. Schedule 3: Board Reserved Matters: List of matters requiring board approval
4. Schedule 4: Shareholder Reserved Matters: List of matters requiring shareholder approval
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