Amended Articles of Association are required when a Singapore company needs to modify its constitutional documents to reflect changes in its structure, operations, or governance. These amendments must be approved by special resolution (75% majority) and filed with ACRA within 14 days. The document typically becomes necessary during corporate restructuring, changes in share capital, modifications to shareholder rights, or updates to comply with new regulations. It serves as the company's primary constitutional document and binds both the company and its members.
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1. Name of Company: Legal name and registration details of the company
2. Registered Office: Official registered address of the company
3. Objects: Principal activities and purposes of the company
4. Share Capital and Variation of Rights: Details of share structure, classes, and rights attached
5. Members and Membership: Rules regarding membership, transfer of shares, and member rights
6. General Meetings: Procedures for conducting meetings and voting
7. Directors and Officers: Appointment, removal, powers, and duties of directors
8. Company Secretary: Requirements and duties of the company secretary
1. Dividends and Reserves: Rules for dividend distribution and reserve policy - include when company plans to distribute profits
2. Borrowing Powers: Specific provisions regarding company's borrowing authority - include when company requires specific borrowing provisions
3. Alternate Directors: Provisions for appointment of alternate directors - include when company wants to allow alternate directorship
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights
2. Schedule 2: Initial Subscribers: List of original subscribers and their shareholdings
3. Schedule 3: Special Rights or Restrictions: Any special rights attached to different classes of shares
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