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Limited Company Articles Of Association Template for Singapore

The Articles of Association is a fundamental constitutional document required for company incorporation in Singapore under the Companies Act (Cap. 50). It sets out the basic management and administrative structure of the company, defining the relationships between shareholders, directors, and the company itself. The document outlines key aspects such as share rights, transfer procedures, director appointments, meeting protocols, and other essential governance matters in accordance with Singapore law.

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What is a Limited Company Articles Of Association?

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.

What sections should be included in a Limited Company Articles Of Association?

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

What sections are optional to include in a Limited Company Articles Of Association?

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

What schedules should be included in a Limited Company Articles Of Association?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Singapore

Cost

Free to use

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