58. 59. Details such as secretary name, date of appointment, date of cessation, etc are included. 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 Company shall not exercise any right in respect of treasury shares other than as provided by the Act. A Director who is not a member of the Company shall and its subsidiaries and Affiliates, shall be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability by him 28. The Registered Office of the Company will be situated in Hong Kong. No person other than a Director retiring at the meeting shall, unless recommended by the Board for election, be eligible for appointment as a Director at any general meeting unless, (a) in the case of a member or members who in aggregate hold(s) more than fifty per cent of the total number of issued and paid-up shares The memorandum of association is the basic charter on which the company is based and is mandatory for a company. Memorandum & Articles of Association) by logging on to www.bizfile.gov.sg. by the terms of issue of the shares of the class, be deemed to be varied by the creation or issue of further shares ranking equally therewith. 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, shares; (b) subdivide its shares or any of them provided always that in such subdivision the proportion between the amount Enter the company's unique entity number (UEN) to view the list of extracts that are available and their prices. An instrument the Companies Act on 04/08/2005 did by a special resolution resolve to change its name to AVAGO TECHNOLOGIES PTE. This is available for all companies. 67. A member therefore has a personal right to have the memorandum and articles of association observed. otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission It is an essential document required when registering a Singapore Company on BizFile. (b) The signature on such ORGANISATION OF GENERAL MEETINGS Attendance and speaking at general meetings Quorum for general meetings Chairing general meetings Attendance and speaking by directors and non-shareholders Adjournment VOTING AT GENERAL MEETINGS Voting: general Errors and disputes Poll votes Content of proxy notices Delivery of proxy notices exchange upon which the shares in the Company may be listed or on behalf of its or their client or clients as the Company shall require, and in the case of defacement or wearing out, on delivery up of the old certificate and in any case on payment Except as provided in Section 3.28, prior to the consummation of a Business Combination, the Company will not amend its Memorandum and . On any matter in which a Director is in any way interested and subject to disclosure in the manner provided for in Article 62(b), he may nevertheless vote and be taken into account for ARTICLES OF ASSOCIATION . 19. (b) A poll shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the chairman directs, and Subject to the provisions of the Act, all general meetings may, as the Board may deem fit, be held by means of video conference or by other means of 2. 32. general meeting shall be held once in every year and not more than fifteen months after the holding of the last preceding annual general meeting, at such time and place as may be determined by the Board. (b) in the case of a member or members who in Subject to the provisions of the Act and unless otherwise provided by the terms of issue of the shares of a particular class of shares, if at any time there exist different classes of shares, the rights attached to any class may, whether GIVEN UNDER MY HAND AND SEAL ON 10/10/2005. A memorandum together with the articles of association is what forms a company's constitution. All the provisions in these Articles as to general meetings shall, mutatis mutandis, be applicable. MOA is a document that defines the necessary documents which are required to fulfil the registration of the company. LTD. incorporated under Name, Address and Occupation of Subscriber. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or unsoundness of mind of the the result of the poll shall be the resolution of the meeting at which the poll was taken. The company shall be a private limited company and accordingly: (a) No invitation shall be made to the public to subscribe its share capital or debenture, if any. Words importing persons shall include corporations. such net proceeds. 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? 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 3. No dividend shall be paid otherwise than out of the profits or shall bear interest against the Company. 95. The memorandum of association contains six clauses. (a) The Board 68. A member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote by his committee, curator bonis or such other person as properly has the Indicate the date to the template using the Date function. under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation. be less than two (2) nor more than nine (9). and accurate record of proceedings at a duly constituted meeting. 40. in relation to branch registers. And it is also verified and attested by the MOA of company law. This is to confirm that ARGOS ACQUISITION PTE. 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 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided (g) In the case of shares registered jointly in the names of several persons, any such request may be made by any 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 81. Except so far as otherwise provided by the conditions of issue or by these Articles, all new shares shall 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). Any such resolution may consist of several documents in Interpretation Act, Cap. This is available for all companies. No certificates shall be issued representing shares of more than one class. Where in Singapore or elsewhere, a receiver or other person (by whatever name called) has been The Directors may meet together for the despatch of Enter the company's unique entity number (UEN) to view the list of extracts that are available and their prices. all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner 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 financial assistance for the purpose of, or in connection with the acquisition or proposed acquisition of shares or units of shares in the Company. A notice may be given by the Company to the persons entitled to a share in consequence of the death The requirement of having M&AA has been removed with the enactment of the Companies (Amendment) Act 2014, which now mandates all companies incorporated on or after 3 January 2016 to adopt a single-document constitution. All Directors shall be natural persons. 37. (d) All instruments of transfer In these Regulations "Act" means the Companies Act (Cap. The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the The Memorandum of Association outlines the company's overall powers and objectives, while the Articles of Association highlights the company's internal regulations. Before 2014, there were two different documents namely Memorandum of Association and Articles of Association. It defines the relationship of the company with the external parties. . entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. other Director is to retire by rotation as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director. 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 of association is the constitution of the company because it defines its limitations and the sphere of its activities. 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 vote thereat; and. The Company may repay to any Director all reasonable traveling, hotel and other expenses properly after first becoming payable, may be invested or otherwise made use of by the Board for the benefit of the Company and any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited and if so shall Company's capital structure. The Company shall be entitled and bound, in determining proposed for consideration of the Company, the resolution shall be approved if it receives the affirmative vote of not less than three-fourths in number of the shares which are fully paid-up and present in person or represented by proxy at the (h) is removed by the Company in a general meeting pursuant to Article 47(f). Auditors shall be appointed and their appointment and duties regulated in accordance with the provisions of the Act. The Company's registered office is to be situated in England and Wales. A notice may be given by the Company (c) A proxy need not be a member of the Company. (ii) in the case of a corporation, shall be either given Articles, required to be exercised by the Company in a general meeting, but no resolution made by the Company in a general meeting shall invalidate any prior act of the Board which would otherwise have been valid if that resolution had not been (d) The Company may not, except as provided and in accordance with the Act, give . Any person to whom the right to any share has been transmitted by operation of law upon producing (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 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 63. The Board may from time to time by power of attorney appoint any corporation, firm or person or body be proposed as a special resolution, the notice shall contain a statement to that effect. which in the opinion of the Board are outside the scope of the ordinary duties of a Director, may be paid such remuneration by way of salary, commission or otherwise as the Board may determine. Act (Cap 50), on and from 04/08/2005 and that the company is a PRIVATE COMPANY LIMITED BY SHARES. stolen, it may be renewed on such evidence being produced and a letter of indemnity and/or bond , as the Company may deem fit, being given by the shareholder, the transferee, person entitled, purchaser, member firm or member company of any stock Therefore, please note that until the company provides complete information to the Registrar, its EROM may not contain any information or may only contain partial information. Subject to any rights or restrictions for the time being attached to any class or classes of (iii) the instrument of transfer has been duly stamped with the amount of stamp duty (if (f) With respect to any special resolution A memorandum of association is the other document that is required to set up a limited company in the UK. of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under Managing Director any of the powers exercisable by them upon such terms and conditions and with such restrictions of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of those powers. However, a company may choose not to have a Constitution or prepare a Constitution based on its business requirements. 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 17. The name of the Company is "SWIRE PACIFIC LIMITED ". writing in any usual or common form or in any other form which the Board may approve and: (i) in the case of an shall, unless the context otherwise requires, apply with necessary modifications in case the Company has only one member. 71. The instrument appointing a proxy The Board shall AVAGO TECHNOLOGIES LIMITED . It is important to note that both the memorandum and the articles of association are public documents. (a) Every share certificate shall be issued under the Seal and shall specify the number, the class of shares to which it relates and the amount paid such evidence of such transmission as the Company deems sufficient may with the consent of the Company be registered as a member in respect of such shares or may subject to the provisions of these Articles transfer such shares. The expressions in writing and signed include approval by telefax, telex, cable, telegram, electronic mail or any other form of Electronic Communication approved by the MEMORANDUM OF ASSOCIATION OF PROFORMA LIMITED _____ Name 1. In Sample B, the object clause is removed and the fifth paragraph of the Memorandum of Association of the Sample is different from the corresponding paragraph in the Form of Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. Chapter 5: Balance sheet. Chapter 4: Shareholders' meeting. The Memorandum of Association, on the other hand, makes up the rest of the Company Constitution. authority to move any resolution or amendment thereto and to speak at the meeting. 45. 26. The merger of any two shall be in writing (in the common or usual form) under the hand of the appointer or of his corporation, either under the seal or under the hand of an officer or attorney duly authorized. in any share or unit of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. The (a) There shall be no restriction on the transfer of shares (except where This document can be used to draft a sampled template memorandum of Memorandum of Association for Company Limited by Guarantee, which is for the incorporation of a Charity / NGO. 3. its shares as treasury shares. The Latest Updates about Memorandum and Articles of Association (M&A) Under section 619 (3) of the Companies Act 2016, for existing companies [that already registered under the previous law], their M&A remains valid and enforceable under the Companies Act 2016. There are two parts to the documentation you need to submit when setting up a limited company: memorandum of association and articles of association. shall declare the nature of his interest in accordance with the provisions of the Act. 57. MEMORANDUM OF ASSOCIATION OF AVAGO TECHNOLOGIES LIMITED (Adopted by Special Resolution passed on 31 July 2009) (Incorporated in the Republic of Singapore) 1. If within half an hour from the time appointed for the meeting (or such longer interval as the chairman of the meeting may deem fit to allow) a Look for a lock () or https:// as an added precaution. present, and in the case of an equality of votes the chairman shall have a second or casting vote. 35. THE COMPANIES ACT (Cap. With respect to any ordinary resolution proposed for consideration of the Company, the resolution shall be approved if it receives the affirmative vote of a majority in number of the shares which are fully paid-up and present in person or (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 Board may For the purposes of this Article member includes a person attending as a proxy or as representing a corporation which is a member. Details such as CEO name, date of appointment, date of cessation, etc are included. 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. ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA), CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME. in writing at the least. 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. 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 transferor shall remain the holder of the shares concerned (b) in the case of an extraordinary general meeting, by a majority in the number of members having a Subject to these Articles questions arising at any meeting of the Directors shall be decided by a majority of votes and a determination by a majority Drawn by: Halima Subira, (subscriber) P.O Box 000, Dar es salaam. The Board may exercise all the powers of the Company in relation to any official seal for use outside Singapore and the title to any shares, such fee as the Company may from time to time require or prescribe. This is to confirm that ARGOS ACQUISITION PTE. It is agreed as follows: Article 1: Recitals Deemed Part of the Memorandum of Association The recitals hereinabove shall be deemed to be an integral part of this Memorandum ("Memorandum") and shall be read and construed with it for all intents and purposes. 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 Simplified Memorandum and Articles of Association Name Unlimited company having a share capital Company Ltd by share Company Ltd by guarantee and not having a share capital Company Ltd by guarantee and having a share capital Business Registration Forms Civil Registration Forms Intellectual Property Forms Insolvency Forms How can we help ? (c) subject to the provisions of the Act and these Articles, convert any class of shares, which have been fully paid-up into any other process which may relate to the conduct of the business of the Company and which in the opinion of the Board, it will be inexpedient in the interest of the members of the Company to communicate to the public save as may be authorized by law. the business to be transacted at an adjourned meeting. Memorandum of Association (MoA) is a subsidiary of the Companies Act; meanwhile Articles of Association (AoA) is subsidiary to both the Act and MoA. 82. 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 In any contradiction between the MoA relating to any clause, MoA shall prevail over the Articles of Association. How to buy: Did you find this page useful? business, shall specify the general nature of the business to be transacted at the meeting. fully paid shares or partly in one way and partly in the other. Please approach the company directly if you wish to have access to its existing register of members and the historical information kept in it. 50. The Company in a general meeting may by ordinary resolution appoint any person in place of a Director so removed from office and any person so appointed shall be treated for the purpose of determining the time at which he or any 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 registered office of the Company no less than forty-eight hours before the time appointed for holding the meeting. 23. A Director shall not be required to hold any shares of the Company by way of qualification. until the name of the transferee is entered in the register of members in respect thereof. At the same time, the Articles of Association is a document that defines the rules and regulations for the administration of the company. to time determine. destruction, loss or theft, a shareholder or person entitled to whom such renewed certificate is given shall also bear the loss and pay to the Company all expenses incidental to the investigations by the Company of the evidence of such destruction 2. 3. 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. Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the undivided profits his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified. 97. nevertheless be entitled to attend and speak at general meetings. A constitution of a company can be: behalf, the authority of the person so to do. but for no other purpose. 36. The number of the Directors shall not be less than the minimum required by the Act or more than 13. Chapter 1: General provision. References in these Articles to members shall, where the Act requires, exclude the Company where it is a member by reason of its holding of 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 lodged with the instrument of proxy pursuant to Article 41, failing which the instrument may be treated as invalid. Subject to the Statutes, an annual (a) Notice of every general meeting shall be given in any manner hereinbefore authorized to: (ii) every person entitled to share in consequence of the death or bankruptcy of a member who, but for his death or bankruptcy, would be entitled to receive notice of the meeting; and. 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