What are Articles of Incorporation in Singapore?

Staff Writer

February 8, 2022

What’s in the article?

Among the principal company registration requirements in Singapore are Articles of Incorporation. The official term for the whole thing is “Memorandum and Articles of Incorporation”, or rather, the “Company Constitution”. 

These are some of the technical legal issues that complicate the Singaporean company incorporation process. Such documentation can, admittedly, be confusing to both foreigners and locals. Then to make matters worse, it turns out you cannot proceed without them. ACRA is pretty strict about company constitutions in Singapore. 

Now, to help you find your footing, here’s a brief guide that explains the whole concept of Articles of Incorporation in Singapore.  

What Are Articles of Incorporation?

Articles of Incorporation happen to be the most important part of your company constitution. They are formal documents that legally identify the company by its name and particulars- including its office address, shares, as well as shareholders and directors. 

In essence, these document the following: 

  • The name of the business corporation. 
  • The registered address of the business. 
  • The objectives and overall purpose of the company. 
  • The selected corporate structure of the business. 
  • The type, amount, allocation, and value of the shares of stock and authorized shares.
  • The names and addresses of the business owners, shareholders and directors. 
  • The name and address of the appointed company secretary.

As such, your company’s incorporation articles essentially serve as the basis upon which the business is registered. The Accounting and Corporate Regulatory Authority (ACRA) uses the details to define the scope and nature of your company. 

But, make no mistake about it. ACRA won’t directly request you to submit the “Articles of Incorporation”. Instead, you’ll find a field for uploading the Company Constitution. 

You see, these incorporation articles currently come embedded within the Company Constitution. Gone are the days when company applicants in Singapore submitted them separately from the accompanying Memorandum of Association. The Companies (Amendment) Act of 2014 combined the two into a single constitution document. 

Consequently, the details that previously formed the incorporation articles are now contained in the constitution’s mandatory clauses. ACRA requires each Company Constitution to come with a Name Clause, a Registered Office Clause, a Liability Clause, a Capital Clause, and a Subscriber Clause. All these are more or less Articles of Incorporation. 

The Memorandum of Association, on the other hand, makes up the rest of the Company Constitution. This is the section where you draft all the rules that’ll govern the running of the company, plus the relationships between its members. 

The Importance of Articles of Incorporation

  • By defining the limit of the liabilities, the incorporation articles protect the members’ personal assets from the possible risks, losses, and debts that arise from the business. 
  • Incorporation articles define a company as a distinct legal entity that exists and runs under its own name, completely detached from its shareholders and directors. 
  • Incorporation articles establish the value of the company through its share capital, while the corresponding share allocation details define the respective ownership equities. 

The Bottom Line 

All these, in a nutshell, point to one thing- that the registration of your company plus its subsequent ownership and operations depend substantially on how you choose to draft its Articles of Incorporation. Hence, you might want to bring in our corporate experts here at WealthBridge to sharpen everything accordingly and ensure strict compliance. 

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