The Memorandum of Incorporation is a mandatory document required when incorporating a company in Singapore. It must be filed with ACRA and serves as the company's founding charter, outlining essential aspects such as the company's name, registered office, share capital structure, and business objectives. The document must comply with Singapore's Companies Act requirements and includes provisions for corporate governance, shareholder rights, and director responsibilities. It forms the basis for all future company operations and can only be modified through special procedures prescribed by law.
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1. Name Clause: States the registered name of the company
2. Registered Office: Specifies the registered address of the company in Singapore
3. Objects Clause: Details the business purposes and activities of the company
4. Liability Clause: States that members' liability is limited by shares
5. Share Capital: Details the company's share capital structure and share classes
6. Directors: Provisions regarding appointment, removal, and powers of directors
1. Pre-emptive Rights: Rights of existing shareholders to purchase new shares, used when shareholders want additional protection
2. Share Transfer Restrictions: Specific restrictions on transfer of shares, used for private companies
3. Alternate Directors: Provisions for appointment of alternate directors, used in larger companies
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights
2. Schedule 2: Initial Subscribers: List of initial shareholders and their shareholdings
3. Schedule 3: Board Regulations: Detailed procedures for board meetings and decision-making
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