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New Articles Of Association

New Articles Of Association Template for Singapore

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Key Requirements PROMPT example:

New Articles Of Association

"Need New Articles of Association for a Singapore tech startup with multiple share classes and specific provisions for founder vesting schedules, planning to implement by March 2025 before our Series A funding round."

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What is a New Articles Of Association?

New Articles of Association are required when incorporating a company in Singapore or when an existing company wishes to completely replace its constitutional documents. This document must comply with the Companies Act (Cap. 50) and typically includes provisions for share capital structure, director appointments, shareholder rights, and corporate governance procedures. The New Articles of Association serve as the foundational document that governs how the company operates and makes decisions, replacing any previous articles or memorandum of association.

What sections should be included in a New Articles Of Association?

1. Interpretation: Definitions and interpretation of terms used in the Articles

2. Share Capital and Variation of Rights: Details of share structure, classes, rights attached to shares, and procedures for varying these rights

3. Issue of Shares: Procedures and rules governing the issuance of new shares

4. Certificates: Rules regarding share certificates, their issuance and replacement

5. Transfer of Shares: Procedures and restrictions on the transfer of shares

6. Directors and Management: Powers, duties, appointment, removal, and proceedings of directors

7. General Meetings: Procedures for calling and conducting shareholder meetings

8. Voting Rights and Procedures: Rules governing voting at general meetings, including proxy arrangements

9. Dividends and Reserves: Procedures for declaring dividends and maintaining reserves

10. Accounts and Audit: Requirements for maintaining and auditing company accounts

What sections are optional to include in a New Articles Of Association?

1. Pre-emption Rights: Include when existing shareholders should have first right to purchase new shares or shares being transferred

2. Share Transfer Restrictions: Include for private companies wanting to control ownership transfer

3. Multiple Share Classes: Include when company has different classes of shares with varying rights

4. Electronic Communications: Include to allow for electronic notices and communications with shareholders

5. Alternate Directors: Include if company wants to allow directors to appoint alternates

What schedules should be included in a New Articles Of Association?

1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights attached to each class

2. Schedule 2: Proxy Form Template: Standard form for appointing proxies at general meetings

3. Schedule 3: Board Reserved Matters: List of decisions requiring specific board approval

4. Schedule 4: Seal: Description and rules regarding the use of company seal

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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alex.den.21@genieai.co
Clauses
Interpretation and Definitions
Share Capital
Share Rights
Share Certificates
Share Transfers
Share Transmission
Forfeiture of Shares
Alteration of Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies
Directors
Powers and Duties of Directors
Directors' Meetings
Directors' Remuneration
Alternate Directors
Company Secretary
Dividends
Reserves
Capitalization of Profits
Accounts and Audit
Notices
Winding Up
Indemnity
Insurance
Secrecy
Personal Data Protection
Amendment of Articles
Corporate Representative
Electronic Communications
Industries

Companies Act (Cap. 50): Primary legislation governing company formation and operation in Singapore, particularly Section 36 (Requirements for Articles of Association), Section 39 (Model constitutions), and First Schedule (Regulations for Management of a Company Limited by Shares)

ACRA Guidelines: Regulatory requirements and guidelines set by the Accounting and Corporate Regulatory Authority of Singapore for company constitution and governance

SGX Listing Requirements: Singapore Exchange requirements that must be considered if the company is or plans to be listed on the exchange

Singapore Code of Corporate Governance: Principles and guidelines for corporate governance practices that Singapore companies should follow

Securities and Futures Act: Legislation relevant for public companies, governing securities, trading, and capital markets activities in Singapore

Business Names Registration Act 2014: Law governing the registration and use of business names in Singapore

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data, which must be considered in corporate governance documents

Industry-Specific Regulations: Relevant sector-specific regulations that may need to be reflected in the Articles of Association depending on the company's business activities

Foreign Ownership Requirements: Specific provisions and restrictions regarding foreign ownership of Singapore companies, if applicable

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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