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Memorandum Of Association Model

Memorandum Of Association Model Template for Singapore

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Key Requirements PROMPT example:

Memorandum Of Association Model

"Need a Memorandum of Association Model for incorporating a technology startup in Singapore by March 2025, with multiple share classes to accommodate future venture capital investment and employee stock options."

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Document background
The Memorandum of Association Model serves as a foundational document in Singapore's corporate law framework, essential for company registration and governance. It must be filed with ACRA during incorporation and contains crucial information about the company's structure, objectives, and operations. The document sets out the relationship between the company and its stakeholders, defining the scope of business activities and establishing the framework for corporate governance. This model is particularly important as it forms part of the company's constitution under Singapore's Companies Act.
Suggested Sections

1. Company Name: Statement of the company's registered name and declaration of incorporation

2. Registered Office: Declaration of the company's registered office location in Singapore

3. Objects Clause: Detailed statement of primary and ancillary business objectives of the company

4. Limited Liability: Declaration that the liability of members is limited

5. Share Capital: Statement of authorized share capital, including nominal value and number of shares

Optional Sections

1. Restrictions on Business Activities: Specific limitations on company's permitted activities, used when company operates in regulated sectors

2. Special Rights: Details of special rights attached to different share classes, used when company has multiple share classes

3. Foreign Ownership Restrictions: Restrictions on foreign ownership percentages, required for regulated industries or sectors with ownership limitations

Suggested Schedules

1. Schedule 1: Initial Subscribers: List of founding shareholders with their names, addresses, occupations, and number of shares subscribed

2. Schedule 2: Share Classes: Detailed description of different share classes including rights, privileges, and restrictions attached to each class

3. Schedule 3: Director Information: Details of initial directors including names, addresses, and identity/passport numbers

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
Relevant legal definitions















Clauses















Industries

Companies Act (Cap. 50): Primary legislation governing company formation in Singapore, particularly Section 22 which outlines requirements for company constitution and Third Schedule providing model constitutions

ACRA Guidelines: Accounting and Corporate Regulatory Authority's prescribed requirements for company incorporation and BizFile+ filing requirements

Securities and Futures Act: Regulatory framework applicable to public companies, governing securities offerings and trading

Business Names Registration Act 2014: Legislation governing the registration and use of business names in Singapore

Corporate Governance Regulations: Set of rules and principles governing company management and control structures

Name Restrictions: Legal requirements and restrictions regarding company name selection and registration

Business Activities Limitations: Regulatory restrictions and requirements for specific business activities and sectors

Share Capital Structure: Legal requirements regarding company share capital organization and structure

Registered Office Requirements: Legal obligations regarding maintenance of a registered office in Singapore

Company Secretary Requirements: Statutory requirements for appointment and qualifications of company secretary

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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