Company Memorandum and Articles of Association
This article applies only to companies incorporated on or before 3 January 2016. If your company is incorporated after 3 January 2016, please refer to our article on the company constitution instead.
What is a Memorandum of Association?
A company’s memorandum of association sets out the the company’s structure and aims. These are the fundamental conditions upon which the company is incorporated upon. Section 22(1) of the Companies Act provides that, among other things, the company memorandum has to state
- The name of the company
- Whether the liability of the members is limited or unlimited
- (In the case of a company limited by guarantee) the maximum amount that the members may be called upon individually to contribute in the event of a winding up of the company
- The personal particulars of the subscribers to the shares
- A clause stating that the subscribers are desirous of being formed into a company in pursuance of the memorandum and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names
These are the minimum requirements. The company may wish to include other provisions, such as a provision limiting the number of members of the company.
What are the Articles of Association?
A company’s articles of association set out the internal regulations by which the company is governed. They set out the rights, powers and obligations of the parties involved in the company. The articles of the company can govern everything from the conduct of board and general meetings to the appointment of directors.
Companies limited by guarantee and unlimited companies must register articles of association, while for companies limited by shares, registration of articles is optional. If no articles are registered, then section 36 of the Companies Act states that Table A in the Fourth Schedule of the Companies Act will be applicable as the articles of the company. Table A is a “default” set of articles that will apply even if articles of association have been registered, so long as the registered articles do not exclude or modify the regulations contained in Table A.
Practically, companies tend to register their customised versions of Table A which explicitly exclude the applicability of Table A.
The Effect of the Memorandum and Articles of Association
The memorandum and the articles of association serve as contracts between the company and its members, and among the members themselves. A member therefore has a personal right to have the memorandum and articles of association observed.
It is important to note that both the memorandum and the articles of association are public documents. In the case of companies limited by shares, members may decide to have a shareholder agreement in addition to the memorandum and the articles. A shareholder agreement is a separate private contract among the shareholders. It helps in keeping sensitive company details away from the public eye as some details can be stated in the shareholder agreement rather than in the memorandum and articles of association.
If you need assistance with your memorandum and articles of association, consider engaging a professional corporate secretarial firm.
- What are Annual General Meetings (AGMs) in Singapore?
- Anti-Money Laundering Regulations and Your Business: What You Need to Know
- Price-Fixing, Bid-Rigging and Other Anti-Competitive Practices to Avoid
- Dividend Payments Guide for Singapore Business Owners
- Company Audits in Singapore: Requirements and Exemptions
- Guide to Transferring Shares in a Singapore Private Company
- How to Hold Extraordinary General Meetings (EGMs) in Singapore
- How to Issue Shares in a Singapore Private Company
- How to Reduce the Share Capital of Your Singapore Company
- Legally Conducting Lucky Draws for Singapore Businesses
- Dormant Companies and Their Filing Obligations in Singapore
- How to Hold a Board Meeting in Singapore
- Can Directors be Liable for Company Debts in Singapore?
- Paid-Up Capital in Singapore: A Complete Guide (Is $1 Enough?)
- Restaurant Inspection and Food Safety Rules in Singapore
- Preparing a Register of Shareholders for a Singapore Company
- Essential Regulatory Compliance Guide for Singapore Companies
- Finding a Suitable Corporate Secretarial Firm in Singapore
- Oppression of Minority Shareholders
- Process Agents in Singapore
- Shadow Directors: Who are They and What Duties Do They Owe to the Company?
- Guide to Directors' Remuneration in Singapore
- 3 Types of Insurance Every Singapore Business Needs
- How to Change the Name of Your Singapore Company
- How to Remove a Director from a Company in Singapore
- Appointing Company Directors in Singapore: Eligibility, Process etc.
- Company Loans to Directors/Shareholders (& Vice Versa) in Singapore
- Share Transmission: What Happens If a Shareholder Dies in Singapore?
- Business Will: How to Pass on Your Business to Your Successors in Singapore
- Shareholder Rights in Singapore Private Companies
- Removal and Resignation of Company Auditor in Singapore
- Shareholder Roles and Obligations in Singapore Companies
- Creating and Registering Charges in Singapore: Guide for Companies
- How to Commence a Derivative Action on Behalf of a Company in Singapore
- Managing Director vs CEO in Singapore: Roles and Obligations
- Appointing an Authorised Representative for Foreign Companies in Singapore
- Business Partnership Disputes in Singapore: How to Resolve
- Guide to Effective Business Continuity Planning in Singapore
- Buy-Sell Agreements: How to Write & Fund Them in Singapore
- Voluntary Suspension of Business in Singapore: How to Handle
- Appointing a Company Secretary: Roles and Responsibilities
- Directors' Duties in Singapore
- Company Constitutions in Singapore and How to Draft One
- Company Memorandum and Articles of Association
- Minutes of Company Meeting in Singapore: How to Record
- Guide to Filing Financial Statements for Singapore Business Owners
- Filing Annual Returns For Your Business
- Memorandum of Understanding (MOU): Does Your Business Need One?
- Company Resolutions: What are They?
- Board Resolutions in Singapore
- Your Guide to Share Certificates in Singapore: Usage and How to Prepare
- How to Set Up a Register of Controllers
- How to Set Up a Register of Nominee Directors
- What is Withholding Tax and When to Pay It in Singapore
- Singapore Influencers: Here's How to Calculate Your Income Tax
- Corporate Tax in Singapore: How to Pay, Tax Rate, Exemptions
- When to Register for GST, How and Responsibilities after Registration
- Start-Up Tax Exemption Guide for New Singapore Companies
- Tax Investigation of Tax-Evading Business Owners in Singapore
- Small Business Accounting Services in Singapore
- Essential PDPA Compliance Guide for Singapore Businesses
- Cloud Storage of Personal Data: Your Business’ Data Protection Obligations
- How Can Companies Dispose of Documents Containing Personal Data?
- Here's a 7-Step Plan for Companies to Prevent Unauthorised Disclosure When Processing and Sending Personal Data
- Appointing a Data Protection Officer For Your Business: All You Need to Know
- Summary: Your Organisation's 9 Main PDPA Obligations
- Check the Do-Not-Call Registry Before Marketing to Singapore Phone Numbers
- GDPR Compliance in Singapore: Is it Required and How to Comply
- Is It Legal for Businesses to Ask for Your NRIC in Singapore?
- PDPA Consent Requirements: How Can Your Business Comply?
- Legal Options If Employees Breach Confidentiality in Singapore
- Your Guide to a Media Release Form in Singapore
- Insolvency: Claw-back of Assets from Unfair Preference and Undervalued Transactions
- Striking Off a Company
- What Should a Creditor Do When a Company Becomes Insolvent?
- Dissolution of partnerships in Singapore
- Validation of Payments Made by Companies Being Wound Up
- Can a Company that Struck Itself Off the Register Later Apply to Restore Itself?
- Closing Your Singapore Business: What You Need to Settle
- How to File a Proof of Debt against a Company in Liquidation
- Winding Up a Company