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Amended Articles Of Incorporation

Amended Articles Of Incorporation Template for Singapore

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Amended Articles Of Incorporation

"Need to draft Amended Articles of Incorporation for our Singapore tech startup to create a new class of preferred shares and modify board voting rights to accommodate our Series B funding round closing in March 2025."

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Document background
Amended Articles of Incorporation are required when a Singapore company needs to modify its constitutional framework. This document is typically used during significant corporate changes such as share restructuring, modification of shareholder rights, or updates to governance procedures. The amendments must comply with Singapore's Companies Act and require special resolution approval from shareholders. The document must be filed with ACRA within 14 days of the amendments being passed.
Suggested Sections

1. Name Clause: States the company's name and any changes to it

2. Registered Office: Specifies the registered address of the company

3. Business Objects: Details the permitted business activities of the company

4. Share Capital: Details of share structure, classes, and rights

5. Members' Liability: Defines the extent of members' liability

6. Directors and Management: Provisions relating to appointment, removal, and powers of directors

7. Meetings: Rules for conducting shareholder and board meetings

8. Voting Rights: Procedures and rights for voting at meetings

Optional Sections

1. Special Rights Provisions: Additional rights and privileges for specific share classes

2. Transfer Restrictions: Specific restrictions on the transfer of shares

3. Pre-emptive Rights: Rights of first refusal for existing shareholders on new share issues

4. Dividend Rights: Special provisions regarding dividend distributions

Suggested Schedules

1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, numbers, and associated rights

2. Schedule 2: Directors' Powers: Comprehensive list of specific powers granted to directors

3. Schedule 3: Meeting Procedures: Detailed procedures for conducting shareholder and board meetings

4. Schedule 4: Pre-Amendment Articles: Copy of the original Articles being amended for reference

Authors

Alex Denne

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

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alex.den.21@genieai.co
Clauses
Interpretation
Share Capital and Variation of Rights
Share Certificates
Lien on Shares
Calls on Shares
Transfer of Shares
Transmission of Shares
Forfeiture of Shares
Conversion of Shares into Stock
Alteration of Capital
General Meetings
Proceedings at General Meetings
Votes of Members
Directors
Powers and Duties of Directors
Proceedings of Directors
Secretary
Dividends and Reserves
Capitalization of Profits
Financial Statements
Audit
Notices
Winding Up
Indemnity
Secrecy
Personal Data Protection
Amendment of Articles
Corporate Representatives
Electronic Communications
Industries

Companies Act (Cap. 50): Primary legislation governing Singapore companies, containing key sections on Articles requirements (Section 23), alteration procedures (Section 26), and legal effect of Articles (Section 31)

ACRA Filing Requirements: Regulatory requirements from Accounting and Corporate Regulatory Authority including prescribed forms, submission timelines, and documentation requirements for amendments

Companies (Model Constitutions) Regulations 2015: Regulations providing standard template constitutions and guidelines for company structure in Singapore

Form 201: ACRA's prescribed form for company incorporation and constitutional documents

BizFile+ Requirements: Electronic filing platform requirements and procedures for submitting corporate changes

Securities and Futures Act: Additional requirements for listed companies regarding corporate governance and securities regulations

SGX Listing Rules: Singapore Exchange requirements applicable to listed companies making constitutional amendments

Foreign Investment Regulations: Requirements and restrictions related to foreign ownership and investment in Singapore companies

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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