Model Articles of Association For Private Companies are essential when incorporating a private company in Singapore. This document is required under Singapore law and must comply with the Companies Act 1967 and ACRA regulations. It contains crucial provisions about company management, share capital, shareholder rights, and corporate governance. The document is particularly important as it forms the basis of the relationship between shareholders, directors, and the company itself, and can be customized to suit specific business needs while maintaining compliance with Singapore law.
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1. Interpretation: Definitions of terms used tHRoughout the Articles
2. Company Name: Statement of the company's registered name and registration details
3. Share Capital and Variation of Rights: Details of share structure, classes, and rights attached to different classes of shares
4. Transfer of Shares: Procedures and restrictions for share transfers between parties
5. Directors: Appointment, removal, powers, and duties of directors, including meeting procedures
6. General Meetings: Procedures for conducting shareholder meetings, including notice requirements and voting
7. Voting Rights: Voting procedures and rights of shareholders at general meetings
1. Pre-emption Rights: Right of first refusal for existing shareholders when new shares are issued or transferred
2. Tag-Along Rights: Minority shareholder protection provisions allowing them to join in sale of majority stakes
3. Dividend Policy: Specific rules and procedures for dividend declarations and distributions
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights attached to each class
2. Schedule 2: Initial Subscribers: List of founding shareholders and their initial shareholdings
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval
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