What is Important Clause inside Company Constitution
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 is part of decision making structure .
Normally Quorum required 2 attendance and Company can change their quorum from time to time .
- 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