The Certificate of Incorporation and Memorandum and Articles of Association is a mandatory requirement for company formation in Singapore. This foundational document is issued by ACRA upon successful registration and serves as proof of the company's legal existence. Since the 2014 amendments to the Companies Act, the Memorandum and Articles have been merged into a single Constitution, though the underlying principles remain unchanged. The document contains crucial information about the company's structure, governance, and operations, making it essential for legal compliance and corporate governance.
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1. Company Name and Registration Number: Official registered name and unique registration number assigned by ACRA
2. Registered Office: Statement of the company's official registered address in Singapore
3. Share Capital Structure: Details of authorized and issued share capital, including types and classes of shares
4. Directors and Officers: Names, details and appointment procedures for directors and company secretary
5. Objects Clause: Statement of permitted business activities and powers of the company
6. Shareholders' Rights: Rights, obligations, voting powers and procedures for shareholders
7. Board Powers: Powers, duties, and responsibilities of the board of directors
8. General Meetings: Procedures for conducting annual and extraordinary general meetings
1. Preference Shares: Terms, rights, and conditions attached to preference shares when company issues different classes of shares
2. Share Transfer Restrictions: Specific restrictions and procedures for transfer of shares, typically used in private companies
3. Pre-emptive Rights: Rights of existing shareholders regarding new share issues and transfer of existing shares
1. Initial Subscribers: Schedule listing details of founding shareholders and their initial shareholdings
2. First Directors: Schedule containing details of initial board members and their particulars
3. Share Certificate Template: Prescribed format and content for company share certificates
4. Corporate Seal: Design specifications and usage rules for company seal if adopted
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