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Corporate Memorandum for Singapore

Corporate Memorandum Template for Singapore

A Corporate Memorandum under Singapore law is a foundational document that establishes the basic structure and objectives of a company. It serves as a constitutional document that defines the company's relationship with the external world, including its business purposes, share capital structure, and limitations of liability. The document must comply with Singapore's Companies Act and related regulatory requirements.

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Corporate Memorandum

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What is a Corporate Memorandum?

The Corporate Memorandum is a crucial document required for company incorporation in Singapore. It outlines the fundamental aspects of the company's existence, including its objects, powers, and capital structure. This document must be filed with the Accounting and Corporate Regulatory Authority (ACRA) and serves as a public document that defines the scope of the company's activities. The Corporate Memorandum, along with the Articles of Association, forms the constitution of the company under Singapore law, establishing the framework within which the company must operate.

What sections should be included in a Corporate Memorandum?

1. Company Name: Legal name of the company as registered with ACRA

2. Registered Office: Official registered address of the company

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

4. Share Capital: Details of authorized share capital and share structure

5. Liability Clause: Statement on member liability limitations

What sections are optional to include in a Corporate Memorandum?

1. Additional Business Objects: Specific business activities beyond main objects - include when company has diverse business interests

2. Special Rights: Special rights attached to different share classes - include when multiple share classes exist

3. Foreign Branch Provisions: Provisions for overseas operations - include when company plans international operations

What schedules should be included in a Corporate Memorandum?

1. Share Capital Structure: Detailed breakdown of share classes and rights

2. Initial Subscribers: List of founding shareholders and their shareholdings

3. Special Resolutions: Any special resolutions passed during incorporation

Authors

Alex Denne

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

Jurisdiction

Singapore

Publisher

Ƶ

Document Type

Memorandum

Cost

Free to use
Relevant legal definitions































Clauses

























Industries

Companies Act (Cap. 50): Primary legislation governing company formation and operation in Singapore. Contains fundamental requirements for company constitution, memorandum, and statutory requirements for company administration.

Securities and Futures Act (Cap. 289): Regulates securities trading and financial markets. Relevant for companies dealing with securities or publicly listed entities, including disclosure requirements and regulatory obligations.

Business Names Registration Act 2014: Sets out requirements for business name registration and usage in Singapore.

Corporate Governance Code: Provides guidelines and best practices for corporate governance, particularly important for listed companies in Singapore.

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data, relevant for corporate record-keeping and information management.

Electronic Transactions Act: Provides legal framework for electronic transactions and digital signatures, relevant if the memorandum will be executed electronically.

ACRA Guidelines: Regulatory guidelines from the Accounting and Corporate Regulatory Authority covering compliance requirements for corporate documentation and filing requirements.

MAS Guidelines: Regulatory guidelines from the Monetary Authority of Singapore, particularly relevant for companies in financial services or related sectors.

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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