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Articles Of Association For Private Companies Limited By Shares

Articles Of Association For Private Companies Limited By Shares Template for Singapore

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Articles Of Association For Private Companies Limited By Shares

"I need Articles Of Association For Private Companies Limited By Shares for my new Singapore tech startup launching in January 2025, with specific provisions for multiple share classes and virtual board meetings, plus clear procedures for future funding rounds."

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Document background
Articles of Association For Private Companies Limited By Shares are required for all private companies incorporating in Singapore under the Companies Act (Cap. 50). This document serves as the company's constitution, establishing the framework for corporate governance, share capital management, and operational procedures. It defines shareholders' rights, directors' duties, meeting procedures, and share transfer restrictions. The document must comply with Singapore's regulatory requirements and is filed with ACRA during incorporation. It can be modified through special resolutions as the company evolves, subject to statutory requirements.
Suggested Sections

1. Interpretation: Definitions and interpretations of terms used throughout the Articles of Association

2. Share Capital and Variation of Rights: Provisions regarding the company's share capital structure, classes of shares, and rights attached to shares

3. Share Certificates: Rules governing the issuance, form, and replacement of share certificates

4. Transfer of Shares: Procedures and restrictions for transferring shares between parties

5. General Meetings: Rules for convening and conducting general meetings, including voting procedures

6. Directors: Provisions regarding appointment, removal, powers, and duties of directors

7. Secretary: Requirements and duties of the company secretary

8. Dividends: Rules governing declaration and payment of dividends

Optional Sections

1. Preference Shares: Special provisions for companies issuing different classes of shares, including preference shares

2. Share Buy-back: Provisions enabling the company to purchase its own shares

3. Electronic Communications: Provisions for electronic notices, meetings, and communications

Suggested Schedules

1. Schedule 1: Share Capital Structure: Detailed breakdown of initial share capital and share classes

2. Schedule 2: First Directors: List of initial directors and their particulars

3. Schedule 3: Proxy Form: Standard form for appointing proxies for general meetings

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
Relevant legal definitions
Act
Articles
Board
Business Day
Chairman
Company
Constitution
Director
Electronic Communication
General Meeting
Member
Month
Office
Ordinary Resolution
Paid-up
Register of Members
Registered Address
Registration Office
Seal
Secretary
Securities Account
SFA
Share
Special Resolution
Statutes
Treasury Shares
Writing
Year
S$
Dividend
Proxy
Relevant Intermediary
Securities and Futures Act
Extraordinary General Meeting
Annual General Meeting
Board Meeting
Memorandum
Registrar
ACRA
Subsidiary
Clauses
Interpretation and Definitions
Share Capital
Share Rights
Share Transfers
Share Certificates
Lien on Shares
Calls on Shares
Forfeiture of Shares
Alteration of Capital
General Meetings
Notice of Meetings
Proceedings at General Meetings
Votes of Members
Proxies
Directors
Powers and Duties of Directors
Directors' Meetings
Alternate Directors
Secretary
Dividends
Reserves
Capitalization of Profits
Accounts
Audit
Notices
Winding Up
Indemnity
Insurance
Secrecy
Personal Data Protection
Electronic Communications
Amendment of Articles
Share Buy-back
Transmission of Shares
Register of Members
Company Records
Common Seal
Industries

Companies Act (Cap. 50): Primary legislation governing Singapore companies, including Section 36 (company constitution), Section 39 (form of constitution), and Third Schedule (Model Constitution)

Companies (Model Constitutions) Regulations 2015: Secondary legislation providing model constitution templates and regulatory requirements for company constitutions in Singapore

ACRA Guidelines: Guidelines and requirements from the Accounting and Corporate Regulatory Authority for company formation and governance

Singapore Exchange (SGX) Requirements: Regulatory requirements that may apply if the company has any connection to listed securities or capital markets

MAS Regulations: Monetary Authority of Singapore regulations that may apply depending on the company's business activities

Singapore Code of Corporate Governance: Best practice recommendations for corporate governance principles and guidelines

ACRA Practice Directions: Specific procedural guidelines and administrative requirements issued by ACRA for companies

Singapore Company Law Case Precedents: Relevant case law regarding interpretation of Articles of Association and company constitution matters

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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