Before the 3rd of January 2016, companies would have two documents that bound their stakeholders and set out the manner in which the company were to deal with their business. They are:
- The Memorandum of Association; and
- The Articles of Association.
What is the Memorandum of Association?
It is a document that details the company’s overall structure. It also sets out the company’s aims and objectives. It states what the company can (and in some cases, cannot) do. For example, the objective of the company may be to run a cafe at a certain location. It can also be stated that the company cannot deal with vendors who are tied to the gaming industry.
Some of the fundamental details that are included in the Memorandum of Association include:
a) the company name;
b) the liability status of the members (limited or unlimited);
c) personal details of the members;
d) the total share capital as well as the breakdown of each member’s respective share capital amount and equity;
e) the business objective of the company;
f) a subscriber clause
What are the Articles of Association?
This is the rule book of the company. It spells out how the company is to do its business. For example, if the company were to issue new shares or appoint a new member to the board, the Articles of Association spells out how the company should go about doing it. It also spells out the responsibilities and powers of each member and the officers of the company.
Since the 3rd of January 2016, the Memorandum and the Articles of Association (M&AA) were merged into one document and this document is referred to as the Company Constitution. Companies that are incorporated from the 3rd of January 2016 may use the model constitution when incorporating the company. The model constitution can be found here: https://sso.agc.gov.sg/SL/CoA1967-S833-2015?DocDate=20200124
In the event that the M&AA is requested, for example, a bank may request for the M&AA when opening a corporate bank account for the company, then that document to be sent is the constitution if that is the document that the company is holding on to.
In essence, for simplicity’s sake, the M&AA and the constitution are the same document.
If you are looking to draft a model constitution or looking for advice on your company’s constitution or M&AA, please contact us at [email protected].
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
Yours Sincerely,
The editorial team at Singapore Secretary Services
For more useful articles and videos, visit the Singapore Secretary Services resource page.
Related articles:
Amendments to the constitution that alter the objects of the company
Amendments to the constitution that do not alter the objects of the company
The importance of complying with the Constitution and the Companies Act
The Company Constitution. A brief explanation and how to make changes to it.
[…] governing documents: Start by reviewing the company’s governing documents, such as the articles of incorporation, bylaws, and shareholder agreements. These documents may contain provisions for resolving disputes […]