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.
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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
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
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
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