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Memorandum Of Company Limited By Shares Generator for Singapore

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Key Requirements PROMPT example:

Memorandum Of Company Limited By Shares

"I need a Memorandum Of Company Limited By Shares for a new Singapore tech startup with an initial share capital of SGD 100,000, divided into 100,000 ordinary shares, with plans to include pre-emptive rights for existing shareholders and tag-along rights for minority shareholders."

Document background
The Memorandum Of Company Limited By Shares is a mandatory document for incorporating a company in Singapore. It serves as a constitutional document that defines the company's relationship with external stakeholders and sets out fundamental aspects of the company's structure. The document must comply with Singapore's Companies Act requirements and ACRA guidelines, detailing essential information such as the company's objectives, share capital, and liability limitations. This document is particularly crucial as it establishes the company's legal existence and provides a framework for its operations.
Suggested Sections

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

2. Registered Office: Specifies the registered address in Singapore where the company will maintain its principal place of business

3. Objects Clause: Details the business purposes and activities of the company, outlining its scope of operations

4. Limited Liability: Declaration that the liability of members is limited to the amount unpaid on their shares

5. Share Capital: Details of initial share capital structure, including total authorized capital and par value of shares

Optional Sections

1. Restrictions on Share Transfer: Optional provisions limiting how shares can be transferred, typically used in private companies to maintain control

2. Pre-emption Rights: Optional clause giving existing shareholders first right to purchase new shares before they are offered to outside parties

3. Business Restrictions: Optional limitations on specific business activities or industries the company may engage in

Suggested Schedules

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

2. Schedule 2: Share Classes: Detailed breakdown of different share classes, their rights, privileges, and restrictions if multiple share classes exist

3. Schedule 3: Initial Directors: Details of first appointed directors including their names, identification numbers, and residential addresses

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

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Industries

Companies Act 1967 (2020 Revised Edition): Primary legislation governing company formation and regulation in Singapore. Key sections include Division 1 of Part III on Company Formation, Section 17 on Memorandum requirements, Section 19 on Form of Constitution, and Section 22 on Company Limited by Shares requirements.

Companies (Model Constitutions) Regulations 2015: SecoNDAry legislation providing template constitutions and regulatory framework for different types of companies in Singapore.

ACRA Guidelines: Regulatory guidelines issued by the Accounting and Corporate Regulatory Authority of Singapore, providing detailed requirements for company registration and compliance.

Securities and Futures Act: Legislation relevant if the company plans to issue securities, governing the regulation of activities and institutions in the securities and derivatives industry.

Business Registration Act: Legislation governing the registration and regulation of businesses in Singapore, including requirements for business names and registration procedures.

ACRA Filing Requirements: Specific requirements for document submission, annual returns, and other regulatory filings with the Accounting and Corporate Regulatory Authority.

Share Capital Requirements: Regulatory requirements regarding minimum share capital, share structure, and related matters for companies limited by shares in Singapore.

Corporate Governance Requirements: Guidelines and requirements for corporate governance, including director duties, shareholder rights, and company management structure.

Industry-Specific Regulations: Additional regulations that may apply depending on the company's business sector or industry of operation in Singapore.

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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