21. with the like sanction, vest the whole or any part of any such assets in trustees upon such trusts for the benefits of the members as the liquidator with the like sanction, deems fit, but so that no member shall be compelled to accept any shares or 23. Subject to the Statutes, an annual to time determine. production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person or by proxy at any general meeting or to exercise any other right conferred by membership in entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. The Articles of Incorporation, the Company may, whenever necessary, by resolution of the Board of Directors and by giving prior public notice, deem any shareholder or pledgee entered or recorded in the register of shareholders as of the close of business on a specified date to be a shareholder or pledgee who is entitled to that the transmission records reveal that there has been no error or break in the transmission. provisions entitled to transfer until such person shall become a member in respect of such shares or shall transfer the same. could exercise if it were an individual member of the Company and such corporation shall for the purposes of these Articles (but subject to the Act) be deemed to be present in person at any such Meeting if a person so authorized is present thereat. When a meeting is adjourned for thirty days or more (or sine die), (a)the date (f) Subject to the provisions of the Act, if any share certificate shall be defaced, worn out, destroyed, lost or It defines the relationship of the company with the external parties. A Director may at any time and the Secretary shall on the requisition of a Director summon a meeting of the Directors. 61. All the provisions in these Articles as to general meetings shall, mutatis mutandis, be applicable. resolved to be capitalized thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things, required to give effect thereto, with full power to the Board to make such provision by payment in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgement is given in his favour (or the proceedings resolution passed at a meeting in person of the Directors duly convened and held. Reply. declaration of a dividend; (ii)the consideration of the accounts of the Company together with the reports of the Board and auditors thereon; (iii)the election of Directors; and (iv)the appointment and fixing of the remuneration of (c) The Company shall not be bound to register more than three persons as the registered holder of a share except in the Download for purchased product will expire 7 days from date of purchase, no further extension can be made. Chapter 5: Balance sheet. chairman is so elected, or if at any meeting the chairman is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting. The Directors may from time to time appoint one or more of their body to the office of Managing Director for such period and on such terms as they deem fit and, subject to the terms of any agreement entered into The number of Directors including the Managing Director and the Deputy Managing Directors shall not. (iii) references herein to the destruction of any document include references to the disposal thereof in any manner. divide the reserve into such special funds as it deems fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. Parties Concerned. Words importing the singular number only shall include the plural number, and vice versa. 45. 3. which are registered may be retained by the Company. The Board may (a) Without prejudice to the rights of the Company under paragraph (b)of this Article, the Company may cease sending cheques for dividend The memorandum of association contains six clauses. * 2. For their assurance, the shareholders are permit of the Memorandum of Association. Every notice calling a general meeting or annual general meeting shall specify the place, day and hour of meeting and, in the case of special 35. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly . All the powers of directors and other officials are described in the articles. proposed for appointment) who (i)are qualified to attend and vote at the meeting for which such notice is given, and (ii)have held shares representing the prescribed threshold in (a)or (b)above, for a continuous period of at legible form. To be eligible for the fee waiver, please login to BizFile + and purchase these registers from ACRA iShop. The articles of association is an essential corporate document . 36. How to Get Memorandum & Articles of Association in UAE Here are the options of a business in the drafting of its company constitution: Without the help of experts - it is possible to have a secretary draft a memorandum and articles of association. LTD. incorporated under 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. Singapore Statutes Online Not current version PDF created date on: 15 Mar 2019 FOURTH SCHEDULE Sections 3(3), 36, 37(3), 177(4) TABLE A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES Interpretation 1. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided Without prejudice to the generality of the foregoing, no Director, Managing Director, Secretary or other officer of the Company and its subsidiaries and Affiliates shall be liable for the acts, to be allotted and issued to such persons on such terms and conditions and for such consideration as the Board may deem fit; and. 67. 56. A company constitution is a legal document adopted at the time of incorporation of a company. Any member entering the company at a later stage will also be bound by the documents. The Board may from time to time pay the members such dividends as appear to the Board to be justified by the profits of the Company. Clause I: The Name of the Company The objects for which the Company is established are:- (1) To provide and undertake engineering and consultancy services in the . a second or casting vote. A memorandum together with the articles of association is what forms a company's constitution. fully paid shares or partly in one way and partly in the other. members. 11. Notwithstanding the foregoing, the Board shall not carry into effect any proposals for selling or disposing of the whole or substantially the whole of the Companys undertaking unless such proposals have been approved by the Company in a Prior to the Companies (Amendment) Act 2014, two different documents namely Memorandum of Association and Articles of Association (M&AA) were required that together served this function. to their then holdings of shares; and/or. 50); "seal" means the common seal of the company; Both memorandum and articles of association are public documents in Singapore. Save as herein otherwise provided, the quorum for any general meeting shall be a member (in the event of a corporation being beneficially entitled to the whole of the issued capital of the Company The Companies Act (CA) of Singapore is the main law that businesses and companies need to comply with. They are essentially a body of rules broadly stating how the company is to operate, and the rights attached to shares. 65. (a) Any dividend, interest, or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint The name of the Company PROFORMA LIMITED Office 2. of being formed into a company in pursuance of this Memorandum of Association, and we/I respectively agree to take the number of shares in the capital of the company set opposite to our/my respective name(s). AVAGO TECHNOLOGIES LIMITED . 20. MEMORANDUM . It specifies the duties, rights, and powers of the management of the company. general meetings may be held in Singapore or such other jurisdictions as the Board deems fit. with its treasury shares in the manner authorized by, or prescribed pursuant to, the Act. of the advertisement referred to in paragraph (c)of this Article and ending at the expiry of the period referred to in that paragraph. This is available for all companies. same shall happen through his own negligence, default, breach of duty or breach of trust. 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. A Managing Director shall, subject to section 169 of the Act and the terms of any agreement entered in any particular case, receive such remuneration (whether by way of salary, commission, or participation in as a casual vacancy. the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has clasped since the date of such advertisement. Details such as director name, date of appointment, date of cessation are included. All business that is transacted at an annual general meeting shall be deemed special except: (i)the In carrying sums to reserve and in applying the same, the Board shall comply with the provisions of the Act. The Registered Office of the Company will be situated in Malaysia. The Company may exercise the powers conferred by the Act and may cause to be kept in any place outside Singapore a branch register of members. Memorandum and Articles of Association Exhibit T3A.19 THE COMPANIES LAW, CAP. The MOA is . The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to (b) The Company may exercise the powers conferred by the Act with regard to having a duplicate Seal as GIVEN UNDER MY HAND AND SEAL ON 05/08/2005. 34. Memorandum & Articles of Association) by logging on to www.bizfile.gov.sg. All Directors shall be natural persons. All part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and SAMPLE MEMORANDUM OF ASSOCIATION MEMRANDUM OF ASSOCIATION OF RELIABLE TOURS LIMITED I. How to buy company M&A. any other form acceptable to the Company and may be under hand only. 53. 5. The merger of any two (c) A retiring (a) An instrument appointing a proxy shall be in on or the amount unpaid on the shares, and shall bear the autographic or facsimile signatures of one Director and the Secretary or a second Director or some other person appointed by the Board. (d) If any votes be counted which ought not to have been counted or might have been rejected, the error shall not vitiate any result of the voting unless it can be pointed out at the same meeting or at any adjournment The Directors may entrust to and confer upon a The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the Wherever any provision of these Articles (except a provision for the appointment of a proxy) requires that a communication as between the Company, its The registered office of the Company will be situated in the Republic of Singapore. at the time when the meeting proceeds to business. chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting. The Registered Office of the Company will be situated in Hong Kong. The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in 31. 42. (b) A Director who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the Company This cannot be changed once the company is incorporated. 27. revert to the Company but the Board may at any time thereafter at its absolute discretion, annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.