Memorandum And Articles Of Association Template for Singapore

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Memorandum And Articles Of Association

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Memorandum And Articles Of Association

"I need a Memorandum and Articles of Association for a new fintech startup in Singapore with multiple share classes and specific provisions for technology IP protection, planning to incorporate by March 2025."

Document background
The Memorandum and Articles of Association is a mandatory document for all companies incorporating in Singapore. It serves as the company's constitution, defining its relationship with external stakeholders and internal governance framework. This document must include specific provisions required by Singapore law and be lodged with ACRA during incorporation. The Memorandum and Articles of Association typically covers aspects such as share capital structure, shareholders' rights, directors' powers, and meeting procedures. It forms a contract between the company and its members, and between the members themselves.
Suggested Sections

1. Company Name: Statement of the company's registered name and registration details

2. Registered Office: Address of the company's registered office in Singapore

3. Objects Clause: Statement of the company's business purposes and permitted activities

4. Limited Liability: Declaration of members' limited liability and extent of liability

5. Share Capital: Details of authorized share capital, types of shares, and share structure

6. Shareholders' Rights: Rights, privileges, and restrictions attached to different classes of shares

7. Directors: Appointment, removal, powers, duties and responsibilities of directors

8. General Meetings: Procedures for conducting shareholders' meetings and voting rights

Optional Sections

1. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they are offered to others

2. Share Transfer Restrictions: Limitations and procedures for transfer of shares between members or to third parties

3. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders

4. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares

Suggested Schedules

1. Schedule 1: Initial Subscribers: List of founding members and their initial shareholdings

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocation

3. Schedule 3: First Directors: Details of initial board members and their particulars

4. Schedule 4: Corporate Governance Procedures: Detailed procedures for company administration and governance

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

Relevant legal definitions
Clauses
Industries

Companies Act (Cap. 50): Primary legislation governing company formation and operation in Singapore, including Section 23 (Requirements for memorandum), Section 39 (Articles of Association), and First Schedule (Model Constitution)

ACRA Guidelines: Accounting and Corporate Regulatory Authority guidelines and requirements for company registration and compliance in Singapore

SGX Listing Requirements: Singapore Exchange listing requirements applicable if the company intends to go public

Securities and Futures Act: Legislation governing securities trading and public offerings, relevant for public companies

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

Business Names Registration Act 2014: Legislation governing the registration and use of business names in Singapore

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data in Singapore

Company Type Requirements: Specific requirements based on company type (private limited, public limited) affecting the M&AA structure

Share Structure Requirements: Requirements for defining share classes, rights, and transfer restrictions in the M&AA

Directors' Powers and Duties: Legal requirements for defining directors' roles, responsibilities, and limitations in the M&AA

Meeting Procedures: Requirements for conducting shareholder and board meetings, including notice periods and voting procedures

Company Secretary Requirements: Legal requirements regarding the appointment and duties of company secretary

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

Find the exact document you need

Model Articles Of Association For Limited Companies

find out more

Memorandum Of Company Limited By Shares

find out more

Trust Memorandum Of Association

find out more

Memorandum And Articles Of Association Charity

find out more

Memorandum Of Association For Non Profit Organisation

find out more

Company Limited By Guarantee Memorandum Of Association

find out more

Memorandum And Articles Of Association Of General Trading Company

find out more

Memorandum And Articles Of Association

find out more

Model Articles Of Association

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.