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Company Limited By Guarantee Model Articles

Company Limited By Guarantee Model Articles Template for Singapore

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Key Requirements PROMPT example:

Company Limited By Guarantee Model Articles

"I need Company Limited By Guarantee Model Articles for a new professional association of cybersecurity experts in Singapore, with special provisions for different membership tiers and an advisory board structure to be implemented by March 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Industries

Companies Act 1967 (2020 Revised Edition): Primary legislation governing companies in Singapore, including Section 17 (company formation), Section 22 (articles of association requirements), and First Schedule (model constitutions)

Companies (Model Constitutions) Regulations 2015: SecoNDAry legislation providing specific regulations for model constitutions of companies in Singapore

ACRA Guidelines: Regulatory guidelines issued by the Accounting and Corporate Regulatory Authority for company compliance and governance

Charities Act: Relevant legislation if the company limited by guarantee is to be registered as a charity

Singapore Code of Corporate Governance: Guidelines and principles for corporate governance practices in Singapore companies

Membership Requirements: Regulatory considerations regarding membership structure and liability limits for companies limited by guarantee

Directors' Duties: Legal and regulatory requirements regarding directors' responsibilities and obligations

Meeting Procedures: Regulatory requirements for conducting company meetings, including annual general meetings and board meetings

Voting Rights: Requirements and regulations regarding voting procedures and rights of members

Company Secretary Requirements: Regulatory requirements for appointment and duties of company secretary

Audit Requirements: Financial reporting and audit obligations for companies limited by guarantee

Winding Up Provisions: Legal requirements and procedures for the dissolution of a company limited by guarantee

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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