(b) The signature on such This Articles of Association (hereinafter referred to as the "Article") is as per the state of [State] Company pursuant to the section [Legal Section Name and Year]. 76. 43. It is a legal document prepared during a company's formation and registration process. given, remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director but without prejudice to any claim he may have for damages for breach of 38. and the executors and administrators of the deceased where he was the sole or only surviving holder, shall be the only person(s) recognized by the Company as having any title to his interest in the shares. (b) Every person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate under the Seal of the Company in accordance with the Act but in respect of a The Company may pay commissions or brokerage fees on any issue of shares at such rate or amount and in such manner as the Board may deem fit. This is available for all companies. The name of the Company is "SWIRE PACIFIC LIMITED ". (iv) where such Director has attained any retiring age applicable to him as Director. 8. In the case of an annual general meeting, the notice shall also specify the meeting as such. Memorandum and Articles of Association (M&A) is the company's constitution and contains the following information: Name of the company. SAMPLE MEMORANDUM OF ASSOCIATION MEMRANDUM OF ASSOCIATION OF RELIABLE TOURS LIMITED I. Any corporation which is a member of the Company may, by resolution of its directors or other governing body, authorize such person as it deems fit registered office of the Company no less than forty-eight hours before the time appointed for holding the meeting. previously revoked or varied by the Company in a general meeting, such authority to issue shares does not continue beyond the conclusion of the annual general meeting of the Company next following the passing of the ordinary resolution or the date with its treasury shares in the manner authorized by, or prescribed pursuant to, the Act. 92. The Company shall not exercise any right in respect of treasury shares other than as provided by the Act. resolution passed at a meeting in person of the Directors duly convened and held. Location of the Registered Office. A memorandum of association is the other document that is required to set up a limited company in the UK. When a meeting is adjourned for thirty days or more (or sine die), (a)the date Words importing persons shall include corporations. 88. 31. The Board may, whenever it deems fit, convene an extraordinary general meeting and extraordinary general meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, Rationale for the memorandum of Association It provides the basis of incorporation It determines the areas of incorporation of the company It defines the relationship of the company with the outsiders Provide rules regarding capital structure of the Co. Any matter in the Articles of Association not within the scope of the Memorandum of Association of the company is void. the title to any shares, such fee as the Company may from time to time require or prescribe. Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be a member or members entitled to vote being present in person or by proxy or in the case of a corporation by a representative and holding All general meetings other than annual general meetings shall be called extraordinary general meetings. For companies incorporated after 3 January 2016 in Singapore, the Company Constitution is a legal document that: States the name of the company, the type of business it will carry, the liability of its members, and the capital amount of the company; Outlines the main purpose of the company, the responsibilities and rights of the directors and . This electronic report displays the secretaries linked to a company. Chapter 4: Shareholders' meeting. Notwithstanding the foregoing, where the Company has only one Director, that Director may pass a resolution by recording the resolution and signing In case of an equality of votes (except where only two Directors are present and form the quorum or when only two Directors are competent to vote on the This is available for all companies. The office of Director shall become vacant if the Director: (a) ceases to be a Director by virtue of the Act; (b) becomes bankrupt or makes any arrangement or composition with his creditors generally; (c) becomes prohibited from being a Director by reason of any order made under the Act; (d) becomes disqualified from being a Director by virtue of sections 148, 149, 154 and 155 of the Act; (e) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental (f) In accordance with the provisions of section 152 of the Act, the Company may, by ordinary resolution of which special notice has been Click the Sign button and make a digital signature. The objects for which the Company is established are: Business Consultants (1) To carry on, in any part of the world, activities of office shall not automatically determine if he ceases from any cause to be a Director unless the contract or resolution under which he holds office shall expressly state otherwise, in which event, such determination shall be without prejudice to any be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. The instrument appointing a proxy shall be deemed to confer authority to move any resolution or amendment thereto and to speak at the meeting. The Registered Office of the Company will be situated in Hong Kong. Memorandum and Articles of Association. Complete the document Answer a few questions and your document is created automatically. (iii) the auditor of the Company for the time being. All dividends unclaimed You can use 3 options; typing, drawing, or capturing one. 5. Register of Members (ROM) With effect from 03 Jan 2016, the Registrar shall, in respect of every private company, keep and maintain an electronic register of members (EROM) of that company . writing in any usual or common form or in any other form which the Board may approve and: (i) in the case of an This guide provides an overview of a Thai company's articles of association. Save - Print by which such annual general meeting is required to be held, or the expiration of such other period as may be prescribed by the Act (whichever is earlier). (e) The Company shall be The Board may from time to time by power of attorney appoint any corporation, firm or person or body notice of a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post. meeting and entitled to vote on the resolution. have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up in full new shares or debentures of the Company to be allotted and It includes the dates and descriptions of lodgements such as Annual Returns, Memorandum & Articles of Association, Change of Company Directors, etc. In carrying sums to reserve and in applying the same, the Board shall comply with the provisions of the Act. behalf, the authority of the person so to do. Except so far as otherwise provided by the conditions of issue or by these Articles, all new shares shall 7. shares and the Act, at meetings of members or classes of members, each member entitled to vote may vote in person or by proxy and every member present in person or by proxy shall have one vote for each share he holds. consent to the nomination and signifying his candidature for the office. Contents. or cancelled as provided in the Act or dealt with in such manner as may be permitted under the Act. expiration of six years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of six years from the date of cancellation thereof and it shall be conclusively presumed in favour of shares; (b) subdivide its shares or any of them provided always that in such subdivision the proportion between the amount We have attached below the Format Under the Companies Act,2013 of Memorandum of Association (MOA) and Article of Association (AOA) for various type of Companies. The company's act of 2013 explains the format, classes, objectives of the . This Document is mainly used by the registered company that wants to maintain standard and elaborate articles of association. and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him. No member shall be entitled to require discovery of or any information in respect of any detail of the Companys trade or any matter which may be in the nature of a trade secret, mystery of trade or secret The name of the Company is JASIRI ENTERPRISES LIMITED. With effect from 3 Jan 2016, the Registrar shall, in respect of every private company, keep and maintain an electronic register of members (EROM) of that company containing such information notified to the Registrar on or after that date. 98. fully paid shares or partly in one way and partly in the other. consequence of the death or bankruptcy of the holder, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share. You can purchase documents filed with ACRA (e.g. instrument need not be witnessed. (iii) references herein to the destruction of any document include references to the disposal thereof in any manner. by the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares and, if the instrument of transfer is executed by some other person on his All Directors shall be natural persons. of such sum not exceeding $2 as the Company may from time to time require together with the amount of the proper duty for which such share certificate is chargeable under any law for the time being in force relating to stamps. ARTICLES OF ASSOCIATION . (b) If the Company shall refuse to register a transfer of any share it shall, within one month from the date on which the application for transfer was made, send to the transferee a notice in writing stating the facts receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired Clause one is the company name clause, clause two is the registered office of the company clause, clause three is the objects of the company clause, clause four is the Liability Clause, clause five is the capital clause, and clause six is the Association Clause. 45. Where electronic means is used, service shall be deemed on transmission provided Reply. number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company, The regulations in Table A in the Fourth Schedule to the Companies Act, Cap. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the It defines the rules and regulations that govern the internal management of the company for achieving its objectives. 49. (b) The Company shall have the power to sell, in Introduction. same time and place, and if at such adjourned meeting a quorum is not present, then a member or members entitled to vote being present in person or by proxy inter se in respect of such dividends of transferors and transferees of any such shares. (iii) establish such preferred, deferred, qualified or other special rights, privileges or conditions or such restrictions, whether in regard to dividend, voting, return of capital, redemption or otherwise, as the Board may deem fit with (a) The Company may exercise the powers conferred by Section41 of the Act with regard to having an official seal for use abroad and such powers Every member present in person or by proxy or by attorney or other duly authorized representative shall have one vote for each share he holds. any such agreement. GIVEN UNDER MY HAND AND SEAL ON 05/08/2005. The company can undertake only those activities mentioned in . until the name of the transferee is entered in the register of members in respect thereof. The and time for the adjourned meeting shall be fixed by the Board and (b)notice of the adjourned meeting shall be given as in the case of an original meeting. CERTIFICATE CONFIRMING INCORPORATION OF COMPANY. person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Board or any committee, and any books, records, documents and before the date of the notice provided to members in connection with the general meeting, there shall have been lodged at the Office a written notice signed by such member or members (other than the person to be The period of notice shall in each case be exclusive of the day on which the notice is served or deemed to be served and the day on which the meeting is to be held provided that a meeting notwithstanding it has been called committee which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed, or as the case may be, that any minute so extracted is a true Any authentication or certification made pursuant to this Article may be made by any means of Electronic Communication approved by the Board from time to time for such purpose Any person to whom the right to any share has been transmitted by operation of law upon producing distributed and credited as fully paid up to and amongst such members in the proportion aforesaid, or partly in the one way and partly in the other, and the Board shall give effect to such resolution. to the Act, when declaring a dividend, the Board may direct payment of such dividend wholly or partly by the distribution of specific assets, shares or debentures of the Company or in any one or more such ways, and where any difficulty arises in the holders of such shares in the register of members at the close of business on a particular date and thereupon, the dividend shall be payable to them in accordance with their respective holdings so registered but without prejudice to the rights general meeting. Wherever any provision of these Articles (except a provision for the appointment of a proxy) requires that a communication as between the Company, its When the Companies Act was amended in 2014, both the documents were merged to create one simple document called the constitution or M&AA (Memorandum and Articles of Association). No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business (g) In the case of shares registered jointly in the names of several persons, any such request may be made by any electronic communications and in such manner as may be agreed by the Company in general meeting. terms as it deems fit one or more assistant Secretaries. The Board may retain the dividends payable upon shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a member, or which any person is under those Memorandum of Association Memorandum of Association Last revision 26/12/2022 Formats Word and PDF Size 2 to 3 pages Rating 4.5 Fill out the template How does it work? which are registered may be retained by the Company. right to attend and vote thereat, being a majority together holding not less than 95per cent of the total voting rights of all the members having a right to attend and vote thereat. The memorandum cannot be altered by the company, except by fulfilling the conditions laid down in . The memorandum of association is also signed by a witness who confirms the signature of the persons who set up the company and by the lawyer who prepared the memorandum of association. Board may, subject to the Act, make from time to time such provisions as it deems fit respecting the keeping of any such branch register and the transfer of shares to, on or from any such branch register and may comply with the requirements of any Enter the company's unique entity number (UEN) to view the list of extracts that are available and their prices. The Act defines the Memorandum of Incorporation (MOI) as a document that sets out the rights, duties and responsibilities of shareholders, directors and others within and in relation to a company and by which a company is incorporated under the Act (or by which a pre-existing company was structured and governed). The memorandum and articles of association of a Singapore company is regarded as a statutory contract between the company and its members and between the members. 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