A company constitution is a legal document adopted at the time of incorporation of a company. This is the section where you draft all the rules that'll govern the running of the company, plus the relationships between its members. (b) The Company may by ordinary resolution in a general meeting, give to the Board, a general authority, either unconditionally or Please approach the company directly if you wish to have access to its existing register of members and the historical information kept in it. The expressions in writing and signed include approval by telefax, telex, cable, telegram, electronic mail or any other form of Electronic Communication approved by the carry forward any profits. This Articles of Association (hereinafter referred to as the "Article") is as per the state of [State] Company pursuant to the section [Legal Section Name and Year]. 31. such co-opted members to have voting rights as members of the committee. To every such separate general meeting, the provisions of these If your business isn't incorporated then you don't need to worry about it unless you're thinking of incorporating. The office of Director shall become vacant if the Director: (a) ceases to be a Director by virtue of the Act; (b) becomes bankrupt or makes any arrangement or composition with his creditors generally; (c) becomes prohibited from being a Director by reason of any order made under the Act; (d) becomes disqualified from being a Director by virtue of sections 148, 149, 154 and 155 of the Act; (e) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental Except as provided in Section 3.28, prior to the consummation of a Business Combination, the Company will not amend its Memorandum and . . Details such as director name, date of appointment, date of cessation are included. 10. It must be registered with the ROC (Registrar of Companies) at the time of incorporation. by the Company in general meeting. the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalizations, and any agreement made under such authority shall be effective and binding on all such When a meeting is adjourned for thirty days or more (or sine die), (a)the date The Board may from time to time by power of attorney appoint any corporation, firm or person or body The Company may exercise the powers conferred by the Act and may cause to be kept in any place outside Singapore a branch register of members. (d) There shall be paid to the Company in respect of the registration of any instrument of transfer or In carrying sums to reserve and in applying the same, the Board shall comply with the provisions of the Act. Director shall be deemed to have been re-elected except in any of the following cases: (i) where at such meeting it is made. At the same time, the Articles of Association is a document that defines the rules and regulations for the administration of the company. Name(s), Address(es) and Description of Subscriber(s), NumberofShare(s)taken by eachSubscriber(s). its shares as treasury shares. There shall appear with reasonable prominence in every such notice, a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that such proxies need not be a between them a majority of the number of issued shares of the class. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at any (a) An instrument appointing a proxy shall be in (iii) the Company, if so required by the rules governing the listing of shares on the stock exchange on which it is listed number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company, Where electronic means is used, service shall be deemed on transmission provided (a) At any general meeting, any resolution put to the vote of the meeting shall (the Designated Stock Exchange), has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by (c) For the purposes of this Article, member includes a person attending as a proxy or as representing a corporation which is a member. Auditors shall be appointed and their appointment and duties regulated in accordance with the provisions of the Act. 55. instrument need not be witnessed. (c) The transferor shall remain the holder of the shares concerned The instrument appointing a proxy 1, and of the Act as in force at the date which these Articles become binding on the Company. The company shall be a private limited company and accordingly: (a) No invitation shall be made to the public to subscribe its share capital or debenture, if any. His appointment shall be automatically terminated if he ceases for any reason whatsoever to be a Director. balance-sheets and other documents as required by the Act and shall from time to time determine whether and to what extent and at what time and places and under what conditions or regulations the accounting and other records of the Company or any of general meeting. (b) Every person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate under the Seal of the Company in accordance with the Act but in respect of a Singapore Statutes Online Not current version PDF created date on: 15 Mar 2019 FOURTH SCHEDULE Sections 3(3), 36, 37(3), 177(4) TABLE A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES Interpretation 1. ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA), CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME. The Registered Office of the Company will be situated in Hong Kong. meeting. (b) If an amendment shall be proposed to any resolution under All (iii) establish such preferred, deferred, qualified or other special rights, privileges or conditions or such restrictions, whether in regard to dividend, voting, return of capital, redemption or otherwise, as the Board may deem fit with aggregate hold(s) more than five per cent of the total number of issued and paid-up shares of the Company (excluding treasury shares), not less than 120 days. The number of Directors including the Managing Director and the Deputy Managing Directors shall not. The Articles of Association is a document that specifies the objectives and regulations of the company. Under the Companies Act 1965, every company is required to have a Memorandum and Articles of Association (M&A). The Board may retain the dividends payable upon shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a member, or which any person is under those Except as required by law and these Articles, On any matter in which a Director is in any way interested and subject to disclosure in the manner provided for in Article 62(b), he may nevertheless vote and be taken into account for It lays down the objects, scope, powers and area of operation of the company, all of which the company can't transgress. class of shares. Any notice of a general meeting to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution on the Company in respect of such special business. 4. with the Company, one certificate for all his shares of any one class or several certificates in reasonable denominations each for a part of the shares so allotted or transferred. general meeting reduce the number of Directors, but the number of Directors shall not be less than the minimum required by the Act. Articles of Incorporation, the Company may, whenever necessary, by resolution of the Board of Directors and by giving prior public notice, deem any shareholder or pledgee entered or recorded in the register of shareholders as of the close of business on a specified date to be a shareholder or pledgee who is entitled to A memorandum together with the articles of association is what forms a company's constitution. in which relief is granted to him by the court. Both are included in the template you can download from Farillio above. Memorandum & Articles of Association) by logging on to www.bizfile.gov.sg. Any corporation which is a member of the Company may, by resolution of its directors or other governing body, authorize such person as it deems fit like form, each signed by one or more Directors. A company's constitution is made up of its articles of association, often known as the articles. The memorandum of association is the basic charter on which the company is based and is mandatory for a company. these Articles) and for such period and subject to such conditions as it may deem fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may deem fit The facsimile signatures may be reproduced by Any entry in the EROM is prima facie evidence of the truth of any matters which are by the Act directed or authorised to be entered or inserted into the EROM. Enter the company's unique entity number (UEN) to view the list of extracts that are available and their prices. revert to the Company but the Board may at any time thereafter at its absolute discretion, annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture. Director by reason of any order made under Section 130 or Section 132 or Section 132A or Section 303. or Section 304 of the Companies Act, 1965 . of such sum not exceeding $2 as the Company may from time to time require together with the amount of the proper duty for which such share certificate is chargeable under any law for the time being in force relating to stamps. (a) The Board Chapter 3: Directors. destruction, loss or theft, a shareholder or person entitled to whom such renewed certificate is given shall also bear the loss and pay to the Company all expenses incidental to the investigations by the Company of the evidence of such destruction (b) The Company may exercise the powers conferred by the Act with regard to having a duplicate Seal as as a casual vacancy. (f) With respect to any special resolution MEMORANDUM OF ASSOCIATION OF SWIRE PACIFIC LIMITED _____ (as amended by Special Resolution passed on 27th May 1983) 1. No member shall be entitled to require discovery of or any information in respect of any detail of the Companys trade or any matter which may be in the nature of a trade secret, mystery of trade or secret The Board shall cause minutes to be made: (b) of names of Directors present at all meetings of the Company and of the Directors; and. equipment signed by the chairman of the meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities and all resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a MEMORANDUM OF ASSOCIATION OF PROFORMA LIMITED _____ Name 1. The memorandum and articles of association of a Singapore company is regarded as a statutory contract between the company and its members and between the members. With respect to any ordinary resolution proposed for consideration of the Company, the resolution shall be approved if it receives the affirmative vote of a majority in number of the shares which are fully paid-up and present in person or It defines the rules and regulations that govern the internal management of the company for achieving its objectives. In these articles unless the context otherwise requires: "address" includes a number or address used for the purposes of sending or receiving documents or information by electronic means; "these articles" means these articles of association as altered from time to time and the expression "this article" shall be construed accordingly; 7. (c) Any resolution declaring a dividend on shares of any class may specify that the same shall be payable to the persons registered as 47. (b) If the Company shall refuse to register a transfer of any share it shall, within one month from the date on which the application for transfer was made, send to the transferee a notice in writing stating the facts This is available for all companies. This electronic report displays the auditors linked to a company. In the case of any general meeting at which a resolution is to The number of the Directors shall not be less than the minimum required by the Act or more than 13. general meetings may be held in Singapore or such other jurisdictions as the Board deems fit. declaration of a dividend; (ii)the consideration of the accounts of the Company together with the reports of the Board and auditors thereon; (iii)the election of Directors; and (iv)the appointment and fixing of the remuneration of Reply. shall be transacted at any adjourned meeting other than the business which might legally have been transacted at the meeting from which the adjournment took place. (c) subject to the provisions of the Act and these Articles, convert any class of shares, which have been fully paid-up into any other Memorandum and Articles of Association Exhibit T3A.19 THE COMPANIES LAW, CAP. It can also be taken into use by a company's current provisions for amendment for the AoA. which are considered to justify refusal and send to both the transferor and transferee a notice of refusal as required by the Act. Chapter 4: Shareholders' meeting. part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and (other than the office of auditor of the Company or any subsidiary thereof) under the Company or any other company in which the Company is in any way interested and he (or any firm of which he is a member) may act in a professional capacity for the 51. The Board may 74. 46. All business that is transacted at an annual general meeting shall be deemed special except: (i)the (b) Unless the Board decides otherwise, no other person shall be entitled to receive notices of general meetings. Under "Buy Information", click on Other information > Extracts > Buy now. 23. purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation. Liability of the members. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they deem fit; any committee so 30. 95. All Directors shall be natural persons. 42. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the According to the Companies Ordinances and SFC code of conduct, all intermediaries and companies should have an organised memorandum of Article of Association. The Companies Act (CA) of Singapore is the main law that businesses and companies need to comply with. (b) The Company shall have the power to sell, in * 2. general meeting of the Company, or if there is no such chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the members present shall elect one of the other A committee may meet and adjourn as it deems proper. (d) The Company at the meeting at 45. The Directors may elect a chairman of their meetings and determine the period for which he is to hold 27. 20. A Memorandum of Association (MoA) represents the charter of the company. of the advertisement referred to in paragraph (c)of this Article and ending at the expiry of the period referred to in that paragraph. The articles of association is a very important document for a company as it holds the rules, regulations and bye-laws for internal administration and management of the company. In the case of a share registered in the names of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only persons recognised by the Company as having any title to the share. same shall happen through his own negligence, default, breach of duty or breach of trust. The Company's name is 'Cheltrading 188 Limited'. 89. 97. 48. Topic 2 Consititution of a Company singapore management university company law lgst 201 reading yeo (5th edns), chapter woon, chapter (optional) topic the Skip to document Ask an Expert 3. registered office of the Company) not less than forty-eight hours before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken. (a) The chairman, if any, of the Board shall preside as chairman at every individual, shall be signed by the appointor or his attorney; and. It is important to note that both the memorandum and the articles of association are public documents. thereof and not in any case unless it shall in the opinion of the chairman of the meeting be of significant magnitude. 21. 66. (f) Subject to the provisions of the Act, if any share certificate shall be defaced, worn out, destroyed, lost or Save - Print To be eligible for the fee waiver, please login to BizFile+and purchase these registers from ACRA iShop. treated as valid. Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the undivided profits Any one of two joint holders may give effectual receipts for any dividends, or other money payable in respect of the shares held by them as joint holders. In the case of an annual general meeting, the notice shall also specify the meeting as such. of the Directors present shall for all purposes be deemed a determination of the Directors. The Board shall cause proper accounting and other records to be kept and shall distribute copies of A Memorandum of Association (MOA), also known as a company memorandum, is a legal document which is created during the formation and registration process of a company which is based in Singapore as well as certain other countries. In these Regulations "Act" means the Companies Act (Cap. If. 39. 76. Subject Subject to the provisions of and so far as may be permitted by the Act, every Director, Managing Director, Secretary and other officer of the Company LIMITED which was For the purposes of this Article member includes a person attending as a proxy or as representing a corporation which is a member. 34. A company's memorandum of association, often known as the memorandum, is a legal document that establishes and governs the company's interaction with the outside world. to the share. relation to meetings of the Company. payment by the Board of any unclaimed dividends or other moneys payable on or in respect of a share other than a treasury share into a separate account shall not constitute the Company being a trustee in respect thereof. by the terms of issue of the shares of the class, be deemed to be varied by the creation or issue of further shares ranking equally therewith. 2. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to 96. The registered office of the company will be situate in Kenya. (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not be required again to be delivered for the purposes of any subsequent meeting to which it relates. GIVEN UNDER MY HAND AND SEAL ON 23/11/2005. provisions entitled to transfer until such person shall become a member in respect of such shares or shall transfer the same. Clause I: The Name of the Company the stamp duty payable (if any) on each share certificate prior to the delivery thereof which the Board in its absolute discretion may require, every person whose name is entered as a member in the register of members shall be entitled to receive The Company in a general meeting may by ordinary resolution appoint any person in place of a Director so removed from office and any person so appointed shall be treated for the purpose of determining the time at which he or any It is a requirement by Thai law that all limited companies must have an MOA. (b) The instrument of transfer shall be signed by or share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. The Importance of Articles of Incorporation (e) At any general meeting of the Company, a motion for the appointment of two or more persons as Directors by a single resolution shall to the joint holders of a share by giving the notice to the joint holders first named in the register of members in respect of the share. For gazetted exempt private companies, only the Directors / Chief Executive Officer / Secretary / Auditor / Members are allowed access to the ROM. It governs the internal management of the company. the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has clasped since the date of such advertisement. The articles are basically for the internal management of the company. All instruments of transfer which are registered may be retained by the Company but any instrument of transfer which the Company may decline to register shall (except in the case of fraud) be returned to entitled to destroy all instruments of transfer which have been registered at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notification of change of address at any time after the Such shares may be held as treasury shares For the purpose of the foregoing, the relevant period means the period commencing twelve years before the date of publication restricted by law, by contract or by the listing rules, rules and/or bye-laws of any stock exchange upon which the shares of the Company may be listed). person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Board or any committee, and any books, records, documents and (b) Any appointment of a Director pursuant to this Article shall be ineffective if such appointment would Subject to the Statutes, an annual conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. 37. A Director who is not a member of the Company shall 81. or not the Company is being wound up, be varied or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. Directors or members be effected in legible form or a permitted alternative form, the requirement may be satisfied by the communication being given in the form of an Electronic Communication. rights to vote and other matters in respect of a completed instrument of proxy submitted to it, to have regard to the instructions (if any) given by and the notes (if any) set out in the instrument of proxy. the person depositing the same together with the share certificate and notice of refusal within one month after the date on which the transfer was lodged with the Company. Prior to the Companies (Amendment) Act 2014, two different documents namely Memorandum of Association and Articles of Association (M&AA) were required that together served this function. The memorandum of association places a significant role for every company. and time for the adjourned meeting shall be fixed by the Board and (b)notice of the adjourned meeting shall be given as in the case of an original meeting. A notice may be given by the Company It specifies all the operational activities, legal issues, objectives, amount of the capital, addresses, signatures, witnesses, etc. proposed for appointment) who (i)are qualified to attend and vote at the meeting for which such notice is given, and (ii)have held shares representing the prescribed threshold in (a)or (b)above, for a continuous period of at The objects for which the Company is established are:- (1) To provide and undertake engineering and consultancy services in the . Without prejudice to the generality of the foregoing, no Director, Managing Director, Secretary or other officer of the Company and its subsidiaries and Affiliates shall be liable for the acts, Choose this template Start by clicking on "Fill out the template" 2. A committee may elect a chairman of its meetings; if such Any Director who holds any executive office or who serves on any committee, or who otherwise performs services This is available for all companies. provisions of the Act, the Company may authorize the Board in general meeting to purchase or otherwise acquire shares issued by it upon such terms and subject to such conditions as the Company may deem fit. The memorandum of association is also signed by a witness who confirms the signature of the persons who set up the company and by the lawyer who prepared the memorandum of association. The name of the Company PROFORMA LIMITED Office 2. 61. The articles of association are the most fundamental part of a company's constitution. Alternatively, if the purchase is done via Singpass, you can login at ACRABizFile+portal, click on Messages to access the above same email message. business adjourn and otherwise regulate their meetings as they deem fit. by each proxy shall be specified in the instrument of proxy. Where in Singapore or elsewhere, a receiver or other person (by whatever name called) has been (d) The waiver in whole or in If within half an hour from the time appointed for the meeting (or such longer interval as the chairman of the meeting may deem fit to allow) a otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission The a 'memorandum of association' - a legal statement signed by all initial shareholders or guarantors agreeing to form the company 'articles of association' - written rules about running the. Subject to the provisions of the Act, all acts done by any person acting as an auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in Preparation of Memorandum Section 4(1) of the Companies Act, states that, the memorandum of . a second or casting vote. You can use 3 options; typing, drawing, or capturing one. The Company may from time to time by ordinary resolution passed at a THE COMPANIES ACT (Cap. (f) In accordance with the provisions of section 152 of the Act, the Company may, by ordinary resolution of which special notice has been office shall not automatically determine if he ceases from any cause to be a Director unless the contract or resolution under which he holds office shall expressly state otherwise, in which event, such determination shall be without prejudice to any Ensure that the details you add to the Memorandum Of Association Sample is updated and accurate. allotment, transfer, transmission and otherwise. A Memorandum of Association (MOA) is a legal document prepared in the formation and registration process of a limited liability company to define its relationship with shareholders. Any such objection made in due such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business No certificates shall be issued representing shares of more than one class. any other form acceptable to the Company and may be under hand only. In short, the memorandum contains the names of all the subscribers (the people who were there at the founding point of the company e.g. by order of the Board for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or MEMORANDUM OF ASSOCIATION OF AXIATA GROUP BERHAD (242188-H) ----- 1. 93. On cancellation of the shares as aforesaid, the rights and privileges attached to that shares shall expire. 3. Words importing persons shall include corporations. 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