What is Important Clause inside Company Constitution

May 10th, 2021

Company constitution or formerly known as Company Memorandum and Article of Association (MA) is the compulsory legal documents for all Singapore registered company .

Company Constitution form binding agreement between Company and shareholder and among the shareholder themselves.

You may draft your own copy or used ACRA model constitution .

The following is the mandatory information for all Company :

  • Company Name
  • Registered address
  • Subscriber shares detail information ( name, residential address ,number of subscribe shares and value )
  • Liability Clause ( for company limited by share, it should stated clearly Shareholder liabilities only limit to the agreed amount invested in the company )

Above information will remain the same although change in company name, registered address , shareholder occur at later time .

Business profile is the only documents for up to date company information .

Aside above information, Company Constitution should consist list of regulation how the company should manage accordingly to the following basic clause :

QUORUM

Quorum is part of decision making structure .

Normally Quorum required 2 attendance and Company can change their quorum from time to time .

COMPANY DIRECTOR

  • Appointment and resignation regulation
  • Duties and scope of power
  • Share qualification : Some of company required director to hold share.

TYPE OF MEETING

  • Annual General meeting (AGM) and Extraordinary General Meeting (EGM)
  • regulation in calling for meeting
  • regulation in holding the meeting

SHARE CAPITAL CLAUSE

  • Procedure in issue shares, transfer shares, calls on shares etc
  • Shareholder right ( voting right , right to attend meeting etc)

Some of the company find that Company constitution is published documents ( anyone can purchase from ACRA ) so Shareholder Agreement is prepared

Related Article : what is Shareholder Agreement

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