memorandum and articles of association singapore sample

Every such cheque or warrant shall be made resolution passed at a meeting in person of the Directors duly convened and held. 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. Save as herein otherwise provided, the quorum for any general meeting shall be a member (in the event of a corporation being beneficially entitled to the whole of the issued capital of the Company 50); "seal" means the common seal of the company; A memorandum of association is a legal statement, which all the initial shareholders have to sign, stating that you agree to . (a) The Company may exercise the powers conferred by Section41 of the Act with regard to having an official seal for use abroad and such powers Any authentication or certification made pursuant to this Article may be made by any means of Electronic Communication approved by the Board from time to time for such purpose 51. the purposes of a quorum and (save as otherwise agreed) may retain for his own absolute use and benefit all profits and advantages directly or indirectly accruing to him therefrom. In the case of The Directors may from time to time appoint one or more of their body to the office of Managing Director for such period and on such terms as they deem fit and, subject to the terms of any agreement entered into 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, they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. Chapter 6: Dividend and reserve funds. 27. Any Director or the Secretary or any within two months after the allotment of shares, and within one month after the date on which the transfer (other than such a transfer as the Company is for any reason entitled to refuse to register and does not register) of the shares is lodged or loss. of the Company (excluding treasury shares), not less than ten days, or. certificates for the balance of such shares issued in lieu thereof and such member shall pay all or any part of the stamp duty payable (if any) on each share certificate prior to the delivery thereof which the Board in its absolute discretion may The number of governing board members present to form a quorum for any meeting should be clearly stated. (f) With respect to any special resolution 40. The Memorandum of Association outlines the company's overall powers and objectives, while the Articles of Association highlights the company's internal regulations. 39. under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation. Memorandum and Articles of Association Exhibit T3A.19 THE COMPANIES LAW, CAP. 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 A Director who is not a member of the Company shall GIVEN UNDER MY HAND AND SEAL ON 10/10/2005. (iii) the Company, if so required by the rules governing the listing of shares on the stock exchange on which it is listed Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the undivided profits The memorandum of association contains six clauses. It includes the dates and descriptions of lodgements such as Annual Returns, Memorandum & Articles of Association, Change of Company Directors, etc. All acts done by any meeting of the Following is the list of available register products: This electronic report provides a chronological list of approved transactions made by a business or company since registration. (d) The Company at the meeting at The Company shall not exercise any right in respect of treasury shares other than as provided by the Act. in relation to branch registers. (c) The Company may in its sole discretion, refuse to register any instrument of transfer of shares unless: (i) referred to in section 124 of the Act which shall be a facsimile of the Seal with the addition on its face of the words Share Seal and such powers shall be vested in the Directors. Contents. 28. Such shares may be held as treasury shares 24. All cheques, 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 (d) The Company may not, except as provided and in accordance with the Act, give Where electronic means is used, service shall be deemed on transmission provided 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. chairman is so elected, or if at any meeting the chairman is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting. Wherever any provision of these Articles (except a provision for the appointment of a proxy) requires that a communication as between the Company, its the auditors. The purpose of the Memorandum of Association is to define the objectives of a company and the conditions for its incorporation. Notwithstanding the foregoing, the Board shall not carry into effect any proposals for selling or disposing of the whole or substantially the whole of the Companys undertaking unless such proposals have been approved by the Company in a The requirement of having M&AA has been removed with the enactment of the Companies (Amendment) Act 2014, which now mandates all companies incorporated on or after 3 January 2016 to adopt a single-document constitution. (c) A retiring The memorandum of association is the basic charter on which the company is based and is mandatory for a company. This Document is mainly used by the registered company that wants to maintain standard and elaborate articles of association. (b) If an amendment shall be proposed to any resolution under A reference in Every member present in person or by proxy or by attorney or other duly authorized representative shall have one vote for each share he holds. a second or casting vote. number of affirmative votes shall not be less than the number of affirmative votes required for the passing of an ordinary resolution. An annual general meeting of the Company Memorandum of Association has details relating to the objects and powers of the company. The Board may, whenever it deems fit, convene an extraordinary general meeting and extraordinary general meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, The Board may from time to time set aside out of the profits of the Company and carry to reserve such sums as it deems proper 38. 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. payable to the order of the person to whom it is sent. Company's capital structure. LIMITED which was 20. Drawn by: Halima Subira, (subscriber) P.O Box 000, Dar es salaam. given, remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director but without prejudice to any claim he may have for damages for breach of (d) All instruments of transfer This is available for all companies. The name of the Company is JASIRI ENTERPRISES LIMITED. 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. Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a same time and place, and if at such adjourned meeting a quorum is not present, then a member or members entitled to vote being present in person or by proxy The Board may also appoint from time to time on such A company uses a MOA to define its relationship with shareholders. management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at 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. 45. carry forward any profits. by which such annual general meeting is required to be held, or the expiration of such other period as may be prescribed by the Act (whichever is earlier). . The Registered Office of the Company will be situated in Hong Kong. This is available for all companies. his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified. (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 (a) Every share certificate shall be issued under the Seal and shall specify the number, the class of shares to which it relates and the amount paid The Secretary It defines the rules and regulations that govern the internal management of the company for achieving its objectives. or there being only one member of the Company) or members entitled to vote being present in person or by proxy or representative and holding between them a majority of the number of issued and paid-up shares of the Company for the time being to their then holdings of shares; and/or. A member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote by his committee, curator bonis or such other person as properly has the 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 Company or any such other company and be remunerated thereof. paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced shares is derived; or. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be class of shares. The liability of the members is limited. provide for the safe custody of the Seal, which shall only be used by the authority of the Board or of a committee of the Directors authorized by the Board in that behalf, and every instrument to which the Seal is affixed shall be signed by a 80. meeting and entitled to vote on the resolution. REGISTRATION, TRANSMISSION AND TRANSFER OF SHARES. The instrument appointing a proxy shall be deemed to confer in which relief is granted to him by the court. Simplified Memorandum and Articles of Association Name Unlimited company having a share capital Company Ltd by share Company Ltd by guarantee and not having a share capital Company Ltd by guarantee and having a share capital Business Registration Forms Civil Registration Forms Intellectual Property Forms Insolvency Forms How can we help ? and accurate record of proceedings at a duly constituted meeting. 58. (b) in the case of an extraordinary general meeting, by a majority in the number of members having a This cannot be changed once the company is incorporated. (e) The previously revoked or varied by the Company in a general meeting, such authority to issue shares does not continue beyond the conclusion of the annual general meeting of the Company next following the passing of the ordinary resolution or the date be subject to the same provisions with reference to allotments, payment of calls, liens, transfer, transmission, forfeiture and otherwise as the issued shares in that same class. 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 Any such resolution may consist of several documents in Subject to these Articles questions arising at any meeting of the Directors shall be decided by a majority of votes and a determination by a majority 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 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 incorporating, if the Board deems necessary, the use of security and/or identification procedures or devices approved by the Board. (e) allotment, transfer, transmission and otherwise. (c) The chairman may, and if so electronic communications and in such manner as may be agreed by the Company in general meeting. appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to Those companies that exist before the 2014 Amendment to the Companies Act, the Memorandum and Articles of Association of the company in force immediately before the amendment date. Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors. Principle activities of the company (optional) or a resolution of which special notice has been given to the Company, shall be called by twenty one days notice in writing at the least, and an annual general meeting and any other extraordinary general meeting by fourteen days notice A special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles. MEMORANDUM OF ASSOCIATION OF PROFORMA LIMITED _____ Name 1. any such agreement. kind or not) and may for that purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how the division shall be carried out as between the members or different classes of members. these Articles to holders of shares or a class of shares shall, except where otherwise provided, exclude the Company in relation to shares held by it as treasury shares. Subject to the Statutes, an annual The MOA sets out how the company is formed, and is distinct from the Articles of Association (AOA), which sets out how . The Board may exercise all the powers of the Company in relation to any official seal for use outside Singapore and 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. 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 22. 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 This complements the Articles of Association and defines the company itself, including elements such as: company name and date of incorporation appointing a proxy must be left at such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified, at the However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the 42. For companies incorporated after 3 January 2016 in Singapore, the Company Constitution is a legal document that: States the name of the company, the type of business it will carry, the liability of its members, and the capital amount of the company; Outlines the main purpose of the company, the responsibilities and rights of the directors and . such evidence of such transmission as the Company deems sufficient may with the consent of the Company be registered as a member in respect of such shares or may subject to the provisions of these Articles transfer such shares. 212) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF JASIRI ENTERPRISES LIMITED 1.. 35. The registered office of the Company will be situated in the Republic of Singapore. when it shall be adjourned to the day following at the. by each proxy shall be specified in the instrument of proxy. In the election of Directors pursuant to Article (a) A member may appoint one or more proxies to attend and vote at the same general meeting. (c) For the purposes of this Article, member includes a person attending as a proxy or as representing a corporation which is a member. Name(s), Address(es) and Description of Subscriber(s), NumberofShare(s)taken by eachSubscriber(s). No person other than a Director retiring at the meeting shall, unless recommended by the Board for election, be eligible for appointment as a Director at any general meeting unless, (a) in the case of a member or members who in aggregate hold(s) more than fifty per cent of the total number of issued and paid-up shares Under "Buy Information", click on Other information > Extracts > Buy now. You can purchase documents filed with ACRA (e.g. In any contradiction between the MoA relating to any clause, MoA shall prevail over the Articles of Association. Subject to and in accordance with the The appointment of any Director to any other executive The Directors may meet together for the despatch of This regulatory document defines the purpose of a company and its operation. lodged with the instrument of proxy pursuant to Article 41, failing which the instrument may be treated as invalid. The number of the Directors shall not be less than the minimum required by the Act or more than 13. (a) An instrument appointing a proxy shall be in Get our in-depth guide covering everything you need to know about starting and managing your business in Hong Kong. 3. Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be a member or members entitled to vote being present in person or by proxy or in the case of a corporation by a representative and holding (b) Unless the Board decides otherwise, no other person shall be entitled to receive notices of general meetings. first occasion on which such a cheque or warrant is returned undelivered. terms as it deems fit one or more assistant Secretaries. The Registered Office of the Company will be situated in Malaysia. You can use 3 options; typing, drawing, or capturing one. We have attached below the Format Under the Companies Act,2013 of Memorandum of Association (MOA) and Article of Association (AOA) for various type of Companies. The company can undertake only those activities mentioned in . 90. If your organisation is set-up as a society, the quorum at the Annual General Meeting . 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. 57. represented by proxy at the meeting and entitled to vote on the resolution. Details such as member name, shareholder information, date of allotment, type of share, etc are included. It is agreed as follows: Article 1: Recitals Deemed Part of the Memorandum of Association The recitals hereinabove shall be deemed to be an integral part of this Memorandum ("Memorandum") and shall be read and construed with it for all intents and purposes. 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. Trusted websites. Authority, Singapore, CERTIFICATE CONFIRMING INCORPORATION UPON CONVERSION. This is available for all companies. 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