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Business Articles Of Incorporation Template for Singapore

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Key Requirements PROMPT example:

Business Articles Of Incorporation

"Need to draft Business Articles of Incorporation for a new technology startup in Singapore with three founding shareholders, including specific provisions for future funding rounds and employee share options to be implemented by March 2025."

Document background
Business Articles of Incorporation are mandatory for company registration in Singapore, filed with ACRA to legally establish a business entity. This document outlines the fundamental structure and rules governing the company's operations, including share capital, management procedures, and shareholder rights. Under Singapore law, these articles must comply with the Companies Act and include specific provisions for corporate governance. The document serves as the company's constitution and is crucial for both startup ventures and established businesses incorporating in Singapore's jurisdiction.
Suggested Sections

1. Company Name and Registration: Official company name, registration number, and date of incorporation

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

3. Business Objects: Principal activities, objectives, and powers of the company

4. Share Capital: Structure and details of company's share capital, including classes of shares and rights attached

5. Directors and Management: Powers, duties, and responsibilities of directors, including appointment and removal procedures

6. Shareholders' Rights and Obligations: Rights, responsibilities, and voting procedures for shareholders

7. Meetings: Procedures for general meetings, board meetings, and voting

8. Company Secretary: Requirements and duties of the company secretary

Optional Sections

1. Pre-emptive Rights: Provisions giving existing shareholders first right to purchase new shares before they are offered to external parties

2. Share Transfer Restrictions: Specific limitations and procedures for transferring shares, particularly relevant for private companies

3. Dividend Policy: Specific rules and procedures for declaring and distributing dividends

4. Alternate Directors: Provisions for appointment of alternate directors during absence of primary directors

5. Electronic Communications: Provisions for conducting meetings and communications electronically

Suggested Schedules

1. Schedule 1: Initial Shareholders: List of founding shareholders with their respective shareholdings and share classes

2. Schedule 2: Initial Directors: Details of first appointed directors including their particulars and residency status

3. Schedule 3: Share Certificate Template: Prescribed form for share certificates to be issued by the company

4. Schedule 4: Company Secretary Appointment: Details of the appointed company secretary including qualifications

5. Schedule 5: Corporate Seal: Design and usage rules for the company seal (if adopted)

Authors

Alex Denne

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

Relevant legal definitions





























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Industries

Companies Act (Cap. 50): Primary legislation governing company incorporation and operations in Singapore, providing fundamental requirements for company formation and management

Companies Regulations: Detailed regulatory framework supplementing the Companies Act, specifying procedural requirements and compliance standards

Constitution Act of Singapore: Fundamental law establishing the legal framework within which companies operate in Singapore

ACRA Requirements: Specific requirements set by the Accounting and Corporate Regulatory Authority for company registration and ongoing compliance

Director Residency Requirement: Mandatory requirement for at least one director to be a Singapore resident

Minimum Share Capital: Requirement for minimum paid-up capital of SGD 1 for company incorporation

Company Secretary Requirement: Mandatory appointment of at least one company secretary within 6 months of incorporation

Income Tax Act: Legislation governing corporate taxation and tax compliance requirements for Singapore companies

Goods and Services Tax Act: Legislation governing GST obligations and compliance for Singapore companies

Stamp Duties Act: Legislation governing stamp duty obligations for company documents and transactions

Corporate Governance Requirements: Rules and guidelines for company management, board meetings, and shareholder meetings

Annual Reporting Obligations: Requirements for annual returns, financial statements, and other regulatory filings

Securities and Futures Act: Regulatory framework for public companies and securities trading, if applicable

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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