The Singapore Companies Law allows enterprisers to agree upon the methods the company’s business operations will be carried out. They can do so by drafting the memorandum and articles of association of the company. Compared to other jurisdictions, a Singapore company is required to have both a memorandum and articles of association. The memorandum of association established the incorporation procedure of a company, while the articles of association will establish the internal regulations of the business. The companies may draft the articles of association as they consider or may adopt the articles as delivered by the Fourth Schedule of the Companies Act. Also, in case of conflict the legislation establishes the memorandum will prevail over the articles of association in Singapore.
The memorandum of association will contain the following information:
You may contact our Singapore law firm for details about the Companies Law.
A Singapore’s company articles of association will contain provisions about the rights, powers and obligations of the shareholders, directors and company secretary. The articles of association will also contain provisions about the appointment and dismissal of Singapore companies’ directors and details about general meetings.
The Companies Law establishes Singapore companies limited by guarantee and unlimited companies to register their articles of association, while companies limited by shares may choose to register them or not. For companies that do not register their articles of association, Table A in the Fourth Schedule of the Companies Act will apply.
The memorandum and articles of association of a Singapore company is regarded as a statutory contract between the company and its members and between the members. Both memorandum and articles of association are public documents in Singapore. Any member entering the company at a later stage will also be bound by the documents.
Our lawyers in Singapore will draft the articles of association for you company and will also guide you through the registration procedure.
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