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Memorandum Of Association And Bye Laws

Memorandum Of Association And Bye Laws Template for Singapore

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Memorandum Of Association And Bye Laws

"I need a Memorandum of Association and Bye Laws for a new Singapore-based technology startup with three founding members, planning to issue both ordinary and preference shares, with anticipated series A funding by March 2025."

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Document background
The Memorandum of Association and Bye Laws serves as the foundational document for companies incorporating in Singapore. This document is mandatory under Singapore law and must be filed with ACRA during the incorporation process. It contains crucial information about the company's structure, purpose, and governance, including share capital details, directors' powers, and shareholders' rights. The Memorandum of Association and Bye Laws also sets out the rules for internal management and decision-making processes, making it an essential reference document throughout the company's lifetime.
Suggested Sections

1. Interpretation: Definitions of terms used throughout the document

2. Company Name: Official name of the company and provisions for name change

3. Registered Office: Location of the company's registered office

4. Objects: Purpose and permitted activities of the company

5. Liability of Members: Extent of members' liability

6. Share Capital: Structure and details of company's share capital

7. Members' Rights and Obligations: Rights, responsibilities and restrictions of membership

8. Directors and Management: Appointment, removal, powers and duties of directors

9. Meetings: Procedures for general meetings and board meetings

Optional Sections

1. Secretary: Appointment and duties of company secretary

2. Dividends and Reserves: Policies regarding profit distribution

3. Audit: Audit requirements and procedures

Suggested Schedules

1. Initial Subscribers: Details of founding members and initial shareholding

2. Share Classes: Detailed rights and restrictions attached to different share classes

3. Board Procedures: Detailed procedures for board meetings and decision-making

4. Proxy Forms: Standard forms for proxy appointments

Authors

Alex Denne

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

alex.den.21@genieai.co
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Industries

Companies Act (Cap. 50): Primary legislation governing company incorporation and regulation in Singapore, with Sections 17-22 specifically covering company constitution requirements

Companies (Model Constitutions) Regulations 2015: Provides model constitutions that can be used as reference for drafting company constitutions in Singapore

ACRA Requirements: Accounting and Corporate Regulatory Authority's prescribed guidelines for company constitution, including filing requirements and procedures

Securities and Futures Act: Relevant for public companies, governing securities, trading, and corporate finance matters

SGX Listing Rules: Singapore Exchange regulations applicable if the company plans to be listed on the stock exchange

Employment Act: Relevant for provisions related to company officers and employment matters within the constitution

Personal Data Protection Act: Governs data handling provisions that need to be considered in company constitution and bylaws

Company Name Requirements: Statutory requirements and restrictions regarding company name selection and registration

Objects Clause Requirements: Requirements for stating the purpose and permitted activities of the company

Share Capital Structure Requirements: Regulations regarding share capital structure, classes of shares, and share rights

Directors' Powers and Duties: Legal requirements for defining directors' roles, responsibilities, and limitations

Shareholders' Rights Requirements: Mandatory provisions regarding shareholders' rights, voting procedures, and protections

Meeting Procedures Requirements: Statutory requirements for conducting and documenting company meetings

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

Audit Requirements: Statutory requirements for company audits and financial reporting procedures

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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