Articles of Association For Company Limited By Guarantee are essential for organizations seeking to incorporate in Singapore without share capital, typically used by non-profit organizations, charitable institutions, and professional bodies. This document, mandated by the Singapore Companies Act, outlines the company's objects, membership structure, governance framework, and internal regulations. It specifies how the company will be run, the roles and responsibilities of directors, members' guarantee amounts, and procedures for meetings and decision-making. The document must be filed with ACRA (Accounting and Corporate Regulatory Authority) during incorporation.
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1. Name and Interpretation: Company name, definitions of terms used in the Articles
2. Objects: Primary purposes and objectives of the company
3. Limited Liability: Statement of members' limited liability and guarantee amount
4. Membership: Qualifications, admission, cessation, and rights of members
5. General Meetings: Procedures for conducting meetings, voting rights, quorum requirements
6. Directors: Appointment, removal, powers and duties of directors
7. Company Secretary: Appointment and role of company secretary
8. Accounts: Financial reporting and audit requirements
9. DisΊμΠΣΦ±²₯: Procedures for winding up and asset distribution
1. Committees: Structure and powers of committees for specialized governance functions
2. Branch Offices: Provisions for establishing and managing branch offices of the company
3. Indemnity: Protection provisions for officers against liabilities incurred in their official capacity
1. Schedule 1: Membership Categories: Detailed classification and requirements for different membership classes
2. Schedule 2: Standing Orders: Detailed procedures for meetings and governance operations
3. Schedule 3: Forms: Standard forms for membership application, proxy voting, and other administrative purposes
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