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公司章程-新加坡

SAMPLE OF STANDARD M&AA

THE COMPANIES ACT, (CAP.50)

(please indicate the type of company)

MEMORANDUM AND ARTICLES OF ASSOCIATION OF

(please indicate the name of company)

1. The name of the company is (please indicate the name of company)

2. The registered Office of the company will be situated in the republic of Singapore

(please indicate the registered office address of the company)

3. The liability of the members is limited.

4. The share capital of the company is (please indicate currency and the share capital amount)

5. We, the several persons whose names and addresses and occupations are hereunto subscribed, are

desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

Name, Addresses and occupation of Subscribers, Number of Shares Allotted, Class of

shares, Currency

________________________________________________________________________

Dated this (please indicate the date)

FOURTH SCHEDULE

Sections 3 (3), 36, 37 (3), 177 (4)

TABLE A

REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

INTERPRETATION

1. In these Regulations —

"Act" means the Companies Act (Cap. 50);

"seal" means the common seal of the company;

"secretary" means any person appointed to perform the duties of a secretary of the company; 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 visible form;

words or expressions contained in these Regulations shall be interpreted in accordance with the provisions of the Interpretation Act (Cap. 1), and of the Act as in force at the date at which these Regulations become binding on the company.

SHARE CAPITAL AND VARIATION OF RIGHTS

2. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares but subject to the Act, shares in the company may be issued by the directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise, as the directors, subject to any ordinary resolution of the company, determine.

3. Subject to the Act, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are, or at the option of the company are liable, to be redeemed.

4. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound up, be varied with the consent in writing of the holders of 75% of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Regulations relating to general meetings shall with the necessary modifications apply, but so that the necessary quorum shall be 2 persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll. To every such special resolution section 184 shall with such adaptations as are necessary apply.

5. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking equally therewith.

6. The company may exercise the powers of paying commissions conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of 10% of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10% of that price (as the case may

be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The company may also on any issue of shares pay such brokerage as may be lawful.

7. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or unit of a share or (except only as by these Regulations 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.

8. 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 share or shares held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

LIEN

9. The company shall have a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share, and the company shall also have a first and paramount lien on all shares (other than fully paid shares) registered in the name of a single person for all money presently payable by him or his estate to the company; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation. The company’s lien, if any, on a share shall extend to all dividends payable thereon.

10. The company may sell, in such manner as the directors think fit, any shares on which the company has

a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy.

11. To give effect to any such sale the directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

12. The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

13. The directors may from time to time make calls upon the members in respect of any money unpaid on their shares and not by the conditions of allotment thereof made payable at fixed times, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each member shall (subject to receiving at least 14 days’ notice specifying the time or times and place of payment) pay to the company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the directors may determine.

14. A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.

15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

16. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding 8% per annum as the directors may determine, but the directors shall be at liberty to waive payment of that interest wholly or in part.

17. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date shall for the purposes of these Regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these Regulations as to payment of interest and expenses, forfeiture, or otherwise shall apply as if the sum had become payable by virtue of a call duly made and notified.

18. The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

19. The directors may, if they think fit, receive from any member willing to advance the same all or any part of the money uncalled and unpaid upon any shares held by him, and upon all or any part of the money so advanced may (until the same would, but for the advance, become payable) pay interest at such rate not exceeding (unless the company in general meeting shall otherwise direct) 8% per annum as may be agreed upon between the directors and the member paying the sum in advance.

TRANSFER OF SHARES

20. Subject to these Regulations, any member may transfer all or any of his shares by instrument in writing in any usual or common form or in any other form which the directors may approve. The instrument shall be executed by or on behalf of the transferor and the transferor shall remain the holder of the shares transferred until the transfer is registered and the name of the transferee is entered in the register of members in respect thereof.

21. The instrument of transfer must be left for registration at the registered office of the company together with such fee, not exceeding $1 as the directors from time to time may require, accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer, and thereupon the company shall subject to the powers vested in the directors by these Regulations register the transferee as a shareholder and retain the instrument of transfer.

22. The directors may decline to register any transfer of shares, not being fully paid shares to a person of whom they do not approve and may also decline to register any transfer of shares on which the company has a lien.

23. The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine not exceeding in the whole 30 days in any year.

TRANSMISSION OF SHARES

24. In case of the death of a member the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons

recognised by the company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

25. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy.

26. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. If he elects to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions, and provisions of these Regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

27. Where the registered holder of any share dies or becomes bankrupt his personal representative or the assignee of his estate, as the case may be, shall, upon the production of such evidence as may from time to time be properly required by the directors in that behalf, be entitled to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the company, or to voting, or otherwise), as the registered holder would have been entitled to if he had not died or become bankrupt; and where 2 or more persons are jointly entitled to any share in consequence of the death of the registered holder they shall, for the purposes of these Regulations, be deemed to be joint holders of the share.

FORFEITURE OF SHARES

28. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

29. The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

30. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

31. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit.

32. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the company all money which, at the date of forfeiture, was payable by him to the company in respect of the shares (together with interest at the rate of

8% per annum from the date of forfeiture on the money for the time being unpaid if the directors think fit to enforce payment of such interest), but his liability shall cease if and when the company receives payment in full of all such money in respect of the shares.

33. A statutory declaration in writing that the declarant is a director or the secretary of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

34. The company may receive the consideration, if any, given for a forfeited share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, or disposal of the share. 35. The provisions of these Regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time as if the same had been payable by virtue of a call duly made and notified.

CONVERSION OF SHARES INTO STOCK

36. The company may by ordinary resolution passed at a general meeting convert any paid-up shares into stock and reconvert any stock into paid-up shares.

37. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit; but the directors may from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions

of that minimum.

38. The holders of stock shall according to the amount of the stock held by them have the same rights, privileges and advantages as regards dividends voting at meetings of the company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage.

39. Such of the regulations of the company as are applicable to paid-up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

ALTERATION OF CAPITAL

40. The company may from time to time by ordinary resolution do one or more of the following:

(a) increase the share capital by such sum as the resolution shall prescribe;

(b) consolidate and divide all or any of its share capital;

(c) subdivide its shares or any of them, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

(d) cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled.

41. Subject to any direction to the contrary that may be given by the company in general meeting, all new shares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the directors may dispose of those shares in such manner as they think most beneficial to the company. The directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this regulation.

42. The company may by special resolution reduce its share capital in any manner and with, and subject to, any incident authorised, and consent required by law.

GENERAL MEETING

43. An annual general meeting of the company shall be held in accordance with the provisions of the Act. All general meetings other than the annual general meetings shall be called extraordinary general meetings.

44. Any director may, whenever he thinks fit, convene an extraordinary general meeting, and extraordinary general meetings shall be convened on such requisition or in default may be convened by such requisitionists as provided by the Act.

45. Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, 14 days’ notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive such notices from the company.

46. All business shall be special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance-sheets, and the report of the directors and auditors, the election of directors in the place of those retiring, and the appointment and fixing of the remuneration of the auditors.

PROCEEDINGS AT GENERAL MEETINGS

47. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Except as herein otherwise provided, 2 members present in person shall form a quorum. For the purposes of this regulation member includes a person attending as a proxy or as representing a corporation or a limited liability partnership which is a member.

48. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the directors may determine.

49. The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, or if he is not present within 15 minutes after the time

appointed for the holding of the meeting or is unwilling to act, the members present shall elect one of

their number to be chairman of the meeting.

50. The chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

51. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded —

(a) by the chairman;

(b) by at least 3 members present in person or by proxy;

(c) by any member or members present in person or by proxy and representing not less than 10% of the total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right.

Unless a poll is so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.

52. If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded, but a poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately.

53. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

54. Subject to any rights or restrictions for the time being attached to any class or classes of shares, at meetings of members or classes of members, each member entitled to vote may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote, and on a poll every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote for each share he holds.

55. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

56. A member who is mentally disordered or whose person or estate is liable to be dealt with in any way under the law relating to mental capacity may vote, whether on a show of hands or on a poll, by such other person as properly has the management of his estate, and any such person may vote by proxy or attorney.

57. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.

58. No objection shall 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. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

59. The instrument appointing a proxy shall be in writing, in the common or usual form, under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation or a limited liability partnership, either under seal or under the hand of an officer or attorney duly authorised.

A proxy may but need not be a member of the company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

60. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

61. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company, or at such other place in Singapore as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

62. A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or mental disorder of the principal or revocation of the instrument or of the authority under which the instrument was executed, or the transfer of the share in respect of which the instrument is given, if no intimation in writing of such death, mental disorder, revocation, or transfer as aforesaid has been received by the company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.

DIRECTORS: APPOINTMENT, ETC.

63. At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest one-third, shall retire from office.

64. A retiring director shall be eligible for re-election.

65. The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

66. The company at the meeting at which a director so retires may fill the vacated office by electing a person thereto, and in default the retiring director shall if offering himself for re-election and not being disqualified under the Act from holding office as a director be deemed to have been re-elected, unless at that meeting it is expressly resolved not to fill the vacated office or unless a resolution for the re-election of that director is put to the meeting and lost.

67. The company may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office.

68. The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these Regulations. Any director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for re-election but shall not be taken into account in determining the directors who are to retire by rotation at that meeting.

69. The company may by ordinary resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead; the person so appointed shall be subject to retirement at the same time 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.

70. The remuneration of the directors shall from time to time be determined by the company in general meeting. That remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel, and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company.

71. The shareholding qualification for directors may be fixed by the company in general meeting.

72. 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;

(d) becomes disqualified from being a director by virtue of section 148, 149, 154 or 155;

(e) becomes mentally disordered and incapable of managing himself or his affairs or a person whose person or estate is liable to be dealt with in any way under the law relating to mental capacity;

(f) subject to section 145, resigns his office by notice in writing to the company;

(g) for more than 6 months is absent without permission of the directors from meetings of the directors held during that period;

(h) without the consent of the company in general meeting, holds any other office of profit under the company except that of managing director or manager; or

(i) is directly or indirectly interested in any contract or proposed contract with the company and fails to declare the nature of his interest in manner required by the Act.

POWERS AND DUTIES OF DIRECTORS

73. —(1) The business of a company shall be managed by or under the direction of the directors.

(2) The directors may exercise all the powers of a company except any power that this Act or the memorandum and articles of the company require the company to exercise in general meeting.

74. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property, and uncalled capital, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the company or of any third party.

75. The directors may exercise all the powers of the company in relation to any official seal for use outside Singapore and in relation to branch registers.

76. The directors may from time to time by power of attorney appoint any corporation, firm, limited liability partnership or person or body of persons, whether nominated directly or indirectly by the directors, 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 directors under these Regulations) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities, and discretions vested in him.

77. All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, and all receipts for money paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by any 2 directors or in such other manner as the directors from time to time determine.

78. The directors shall cause minutes to be made —

(a) of all appointments of officers to be engaged in the management of the company’s a ffairs;

(b) of names of directors present at all meetings of the company and of the directors; and

Such minutes shall be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting.

PROCEEDINGS OF DIRECTORS

79. The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. A director may at any time and the secretary shall on the requisition of a director summon a meeting of the directors.

80. Subject to these Regulations, questions arising at any meeting of directors shall be decided by a majority of votes and a determination by a majority of directors shall for all purposes be deemed a determination of the directors. In case of an equality of votes the chairman of the meeting shall have a second or casting vote.

81. A director shall not vote in respect of any contract or proposed contract with the company in which he is interested, or any matter arising thereout, and if he does so vote his vote shall not be counted.

82. Any director with the approval of the directors may appoint any person, whether a member of the company or not, to be an alternate or substitute director in his place during such period as he thinks fit. Any person while he so holds office as an alternate or substitute director shall be entitled to notice of meetings of the directors and to attend and vote thereat accordingly, and to exercise all the powers of the appointor in his place. An alternate or substitute director shall not require any share qualification, and shall ipso facto vacate office if the appointor vacates office as a director or removes the appointee from office. Any appointment or removal under this regulation shall be effected by notice in writing under the hand of the director making the same.

83. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be 2.

84. The continuing directors may act notwithstanding any vacancy in their body, but if and so long as

their number is reduced below the number fixed by or pursuant to the regulations of the company 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, but for no other purpose.

85. The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within 10 minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting.

86. The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.

87. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within 10 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting.

88. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.

89. All acts done by any meeting of the directors or of a committee of directors or by any person acting as

a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

90. A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more directors.

90A. Where the company has only one director, he may pass a resolution by recording it and signing the record.

MANAGING DIRECTORS

91. 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 think fit and, subject to the terms of any agreement entered into in any particular case, may revoke any such appointment. A director so appointed shall not, while holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors, but his appointment shall be automatically determined if he ceases

from any cause to be a director.

92. A managing director shall, subject to the terms of any agreement entered into in any particular case, receive such remuneration, whether by way of salary, commission, or participation in profits, or partly in one way and partly in another, as the directors may determine.

93. The directors may entrust to and confer upon a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either

collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter, or vary all or any of those powers.

ASSOCIATE DIRECTORS

94. The directors may from time to time appoint any person to be an associate director and may from time to time cancel any such appointment. The directors may fix, determine and vary the powers, duties and remuneration of any person so appointed, but a person so appointed shall not be required to hold any shares to qualify him for appointment nor have any right to attend or vote at any meeting of directors except by the invitation and with the consent of the directors.

SECRETARY

95. The secretary shall in accordance with the Act be appointed by the directors for such term, at such remuneration, and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.

SEAL

96. The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the directors or of a committee of the directors authorised by the directors in that behalf, and every instrument to which the seal is affixed shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the directors for the purpose.

ACCOUNTS

97. The directors shall cause proper accounting and other records to be kept and shall distribute copies of balance-sheets and other documents as required by the Act and shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting and other records of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or paper of the company except as conferred by statute or authorised by the directors or by the company in general meeting.

DIVIDENDS AND RESERVES

98. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors.

99. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company.

100. No dividend shall be paid otherwise than out of profits or shall bear interest against the company. 101. The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as reserves which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the company may be properly applied, and pending any such application may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares in the company) as the directors may from time to time think fit. The directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.

102. Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date that share shall rank for dividend accordingly.

103. The directors may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.

104. Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid-up shares, debentures or debenture stock of any other company or in any one or more of such ways and the directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the directors may settle the same as they think expedient, and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the directors.

105. 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 holders, to the registered address of that one of the joint holders who is first named on the register of members or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of 2 or more joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the shares held by them as joint holders.

CAPITALISATION OF PROFITS

106. The company in general meeting may upon the recommendation of the directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would 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 any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures of the company to be allotted, 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 directors shall give effect to such resolution.

107. Whenever such a resolution as aforesaid shall have been passed the directors shall make all appropriations and applications of the undivided profits resolved to be capitalised 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 directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the members entitled thereto into an agreement with the company providing for the allotment to them

respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, or, as the case may require, for the payment up by the company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.

NOTICES

108. A notice may be given by the company to any member either personally or by sending it by post to him at his registered address, or, if he has no registered address in Singapore, to the address, if any, in Singapore supplied by him to the company for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a 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.

109. A notice may be given by the company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share.

110. A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or assignee of the bankrupt, or by any like description, at the address, if any, in Singapore supplied for the purpose by the persons claiming to be so entitled, or, until such an address has been so supplied, by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

111. —(1) Notice of every general meeting shall be given in any manner hereinbefore authorised to —

(a) every member;

(b) every person entitled to a 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

(2) No other person shall be entitled to receive notices of general meetings.

WINDING UP

112. If the company is wound up, the liquidator may, with the sanction of a special resolution of the company, divide amongst the members in kind the whole or any part of the assets of the company, whether they consist of property of the same kind or not, and may for that purpose set such value as he considers fair upon any property to be divided as aforesaid and may determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of any such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, thinks fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

INDEMNITY

113.Every director, managing director, agent, auditor, secretary, and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in

which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust.

新加坡公司法-中文

新加坡公司法-中文第一节导言第二节公司成立及其后果第三节公司治理第四节公司权利的行使第五节股东的救济第六节公司股份第七节公司债据与资产抵押第八节公司困境第九节公司解散一 16.1.1 在新加坡，与公司有关的主要法律是《公司法（Cap50, 1994 Rev Ed）》(以下称“公司法”)。值得注意的是，一些特殊类型的公司，除了公司法之外，还要受到其他成文法的规制。如保险公司和银行，还要分别受《保险法（Cap142,1994 Rev Ed）和《银行法（Cap20, 1994 Rev Ed）》的规制。有限责任合伙组织其实也是公司，受《有限责任合伙组织法（Cap289,1994 Rev Ed）》规制。在诸如《证券与期货法（Cap289, 1994 Rev Ed）》等其他成文法中，也有一些与公司有关的条款。 16.1.2 应该注意的是，普通法也会对与公司有关的成文法规范进行补充。返回顶部二

16.2.1 根据公司法第17（3）条的规定，拥有20名以上成员的经营组织都必须设立为公司。但该规定并不适用于那些遵照新加坡其他成文法设立的，由从事特定职业的个人组成的合伙组织（公司法第17（3）条）。法律职业的从业者，受《法律职业法（Cap161,1994 Rev Ed）》的规制，他们可以设立成员超过20人的合伙组织。 16.2.2 一般来说，只要提交相应的文件，缴纳规定的费用，任何人都可以在新加坡通过登记设立公司。设立公司时，必须提交的最重要的文件是公司章程和组织规章，公司法第19（1）条对此作了强制性要求。公司章程和组织规章就是公司的宪章。根据公司法第22（1）条的规定，公司章程必须载明公司名称、公司股本[如果有的话]，并表明公司成员承担的是有限责任还是无限责任。公司组织规章是公司的规章制度，其中也有与公司治理有关的规定。如果公司章程和组织规章有冲突，前者有优先效力。 16.2.3 公司章程一经登记，登记官便签发设立通知，宣布公司成立并在通知中载明成立的日期。该通知也会注明公司的类型，即成立的是有限责任公司还是无限责任公司，必要时还将表明成立的公司是私营公司[参见公司法第19（4）条]。 16.2.4 公司法第19（5）条规定了公司成立的一般效力，即公司作为一个法人组织，拥有此类实体的全部权利能力。公司可以自己的名义起诉或应诉，并且可以永久存续直至公司解散。公司还可以拥有土地，在公司解散时，其成员承担的是有限责任。

注册新加坡公司条件及流程

注册新加坡公司条件及流程港宜商务秘书提供新加坡是一个美丽的国家，拥有世界一流的港口和国际机场，具备完善的通讯于自由经济体系。今日新加坡，已经名符其实的世界金融和贸易中心。世界各国越来越多的企业家，纷纷在新加坡设立公司或商业机构(办事处)等，以作为亚太区域业务管理中心，方便开拓亚洲市场。随着新美国自由贸易协议的签订，新加坡－美国双边贸易自由往来没有关税，这给亚洲国家出口美国商品的商家一个非常有利的机会。新加坡将成为名副其实的亚洲贸易中转站。设立自己的公司在新加坡，降低出口关税成本，这将是商家们所必须考虑的。注册新加坡公司条件只要年满18周岁的合法公民，都可申请成立新加坡私人有限责任公司。新加坡私人有限责任公司的股东组成无任何限制，甚至可以全部为非新加坡人。新加坡私人有限责任公司的董事会可以由一名或多名董事组成，但必须至少包括一名本地董事，新加坡永久居民或持有新加坡创业准证的外国企业家。新加坡的经商优势 1、优越的地理位置，商业优势辐射东南亚乃至全世界，卓越的贸易及物流中心 2、极低的商业及个人税收，个人资产转移的最佳落脚地，亚洲的避税天堂 3、宽松的外汇管制，全球银行的聚集地，首屈一指的国际金融中心 4、成熟的信用体系，严格的商务规范，最安全的经商国度 5、五个小时的飞行距离，更方便的兼顾打理新加坡与中国两地的生意 6、注册新加坡公司，并符合相应的条件，可达成移民新加坡的目的新加坡公司成立需呈交的文件 1)公司章程与细则；2)守法宣誓书；3)身份证明书；4)董事受任书和资格宣誓书； 5)公司注册地址及办公时间报告表。此外，董事经理，公司秘书和审计师详情表和股票发出记录，需于公司成立后一个月内呈交。新加坡公司董事新加坡有限公司必须有至少2名董事，其中一人必须是新加坡公民或新加坡永久居民或就业准证持有者。董事人数，退休和连任方法都应在公司细则里加以规定。注册新加坡公司内容新加坡公司注册：注册资本新币50万、缴足资本新币500；公司章程、董事会议决议、政府注册局、律师楼等法律文件准备；客户将获得公司资料

英文公司章程(澳大利亚)

Corporations Act 2001 (Cth) A Company Limited by Shares TH E CONSTITUTIO N( 章程 ) of XXXX Pt y Lt d ABN: XXXXXXXXXXXXX PAR T ONE -GENERA L 1(Name). The name of the XXXXX (AUST)Pt y Lt d. 2(Limite d Liability). The liability of members is limited. 3(Replaceabl e Rules). The provisions of the Corporations Act 2001 (Cth) which operate as replaceable rules apply to the company where they have been expressly included herein. Where the replaceable rules have not been included they are expressly excluded. Where there is only one (1) director and that director is also the sole shareholder the replaceable rules do not apply. 4(Interpretation). (a) In this constitution unless the context otherwise requires the following words and phrases shall have the following meanings: ‘ASIC’ means the Australian Securities and Investments Commission; ‘Constitution’ means this constitution and all subsequent amendments to it; ‘Corporation s Act’ means the Corporations Act 2001 (Cth); ‘genera l meeting’ means a meeting of the company’s members; ‘Member s Register’ means the register of members to be kept pursuant to the Corporations Act; ‘Office’ means the registered office for the time being of the company; ‘replaceabl e rules’ means the replaceable rules referred to in the Corporations Act; ‘Seal’means the common seal (if any) of the company; ‘Secretary’means any person appointed to perform the duties of a secretary of the company; ‘Section’ means a section of the Corporations Act. (b) The dictionary in Part 12 Division 1 of the Corporations Act applies to this Constitution as if that dictionary were fully set out herein; (c) Where in any Chapter of the Corporations Act there are particular definitions or dictionaries applying to that Chapter or any part of that Chapter then to the extent such definitions or dictionaries are applicable to this Constitution they are to apply as if they were fully set out herein; (d) Where a Section is referred to in this Constitution it is a Section of the Corporations Act. PAR T TWO - GENERA L MEETING S 5. Callin g an d notic e o f Genera l Meeting s (a) (Callin g Genera l Meetings). Any director of the company or the company

公司章程-新加坡

SAMPLE OF STANDARD M&AA THE COMPANIES ACT, (CAP.50) (please indicate the type of company) MEMORANDUM AND ARTICLES OF ASSOCIATION OF (please indicate the name of company) 1. The name of the company is (please indicate the name of company) 2. The registered Office of the company will be situated in the republic of Singapore (please indicate the registered office address of the company) 3. The liability of the members is limited. 4. The share capital of the company is (please indicate currency and the share capital amount) 5. We, the several persons whose names and addresses and occupations are hereunto subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names. Name, Addresses and occupation of Subscribers, Number of Shares Allotted, Class of shares, Currency ________________________________________________________________________ Dated this (please indicate the date)

香港公司章程模板中英文XXXX

company No. [*****] THE COMPANIES ORDINANCE, CAP. 32 A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of [****** Holdings LIMITED] (Adopted by special resolution passed on [?] 2013) Preliminary 1.The regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the Company, but the following shall, subject to repeal, addition and alteration as provided by the Ordinance or these Articles, be the regulations of the Company. 2.In these Articles, unless the context requires otherwise, the following words and expressions shall have the meanings set out below: these Articles means these articles of association as from time to time altered by Special Resolution; Auditors means the auditors of the Company; Business Day means a day (other than a Saturday) on which banks generally are open in Hong Kong for a full range of business; clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company; dividend means dividend or bonus; $ or dollars means Hong Kong Dollars; the holder in relation to shares means the members whose name is entered in the Register as the holder of shares; Hong Kong means the Special Administrative Region of Hong Kong; in writing means written, or produced by any visible substitute for writing, or partly one and partly another and "signed" shall be construed accordingly; month means calendar month; Office means the Registered Office of the Company; Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, including any statutory re-enactment or modification thereof for the time being in force; paid means paid or credited as paid; Register means the Register of members of the Company; Seal means the common seal of the Company or any official seal that the Company may be permitted to have under the Ordinance; Secretary means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary; year means year from 1 January to 31 December inclusive; 3.In these Articles: Construction (a)unless expressly defined in the Articles, words or expressions that are defined in the Ordinance bear the same meaning as in the Ordinance but excluding any statutory modification of the Ordinance not in force when the Articles become binding on the Company; (b)references to a document being executed include references to its being executed under hand or under seal or by any other method;

新加坡公司章程中文译本

新加坡公司章程中文译本 1 2020年4月19日

新加坡会计及公司管理局（ACRA）商业文件公司编号： 04219C 公司以新名称成立确认证明书兹确认依照《公司法》的规定于3月31日成立的“MXLLVIEWPTE.LTD.”现已经过特别决议的方式决定将其名称变更为“凯德置地宁波控股有限公司”，该公司新名称自 4月28日起生效。特此确认！ 4月29日签字盖章。高级助理登记官NG-L.OUGEOKCHOO夫人（签字）新加坡会计及公司管理局（ACRA）（盖章）

新加坡会计及公司管理局（ACRA）公司编号： 042X9C 公司成立确认证明书兹确认MILLVIEW私人有限公司已依照《公司法》第50章的规定于3月31日成立；该公司是一家私人股份有限公司。特此确认！ 05日签字盖章。助理登记官CHUASIEWYEN（签字）新加坡会计及公司管理局（ACRA）（盖章）

《公司法》（第50章）私人股份有限公司 MILLVIEW私人股份有限公司（于新加坡共和国注册）组织大纲 1.“公司”名称：MILLVIEW私人股份有限公司 2.“公司”注册办公地点将设在新加坡共和国。 3.本公司成立的目标在于从事下列部分或全部经营活动，也就是说，对于本条各款所列经营目标，除非该条款另有明确规定，否则，均不得参考或援引任何其它条款或其它各组条款的规定对其实施任何限制或约束；本条各款所列经营目标都能够作为一项独立的目标单独或与本条款或任何其它条款或其它各组条款所列全部或任何一项或多项其它目标共同实现；本章程所述任何部分或业务或目标被废止或被放弃均不得妨碍本公司从事任何其它经核准开展的业务；特此明确宣布，在本条名词解释中，本公司任何经营目标的定义不应参考任何其它目标或因两项或多项目标并列而受到限制，而且如果产生任何歧义，对本条定义的解释都不得夸大或限制本公司的权力：

新加坡公司注册条件与注意事项

新加坡公司注册条件与注意事项新加坡位于马来半岛南端，由一大岛及58个小岛所构成，隔马六甲海峡与马来群岛中之苏门答腊相对，北边和东边是马来西亚，南边和东南危印尼。新加坡人口约450万人，华人占77.8﹪。马来语、华语、坦米尔语及英语为主要语言，马来语为国语，英文则是政府行政及商业指定用语。新加坡优越的商业环境、严格的保密法律以及高效的法律体系闻名遐迩。该国的司法制度以英国普通法为基础，上诉院为其最高法院上诉庭。新加坡法律引入了有力于商业、信息技术、智能财产权和金融服务的条款，为这个现代化大都市创造了富有竞争力而又稳定的经济环境。在新加坡注册公司，新加坡政治经济稳定，每年均被评为世界最自由的市场之一（风险基金）。新加坡公司并不被视为“离岸公司”。通常，在新加坡境外获得的利润不缴纳新加坡当地税收。如征收任何利得税，税率仅为18% 。一家新加坡公司营业额低于500万新加坡元（约300万美元）该公司无需进行年度审计。那么怎么在新加坡注册公司呢？步骤一客户向本公司提供拟注册之公司名称，然后本公司于新加坡会计和商业注册局进行名称查册，以确认拟用的公司名称的可用性。新加坡公司的公司名称必须是英文。拟使用之公司名称不可以和现有已注册成立之公司的名称有所抵触。步骤二确定拟用公司名称可用后,客户以电邮、传真、邮寄方式把下文所列注册资料及文件提供给本公司（并下载新加坡公司注册表格，然后填写妥当及电邮或传真回本公司）。同时，客户支付本公司的服务费用。步骤三确认服务费用到帐后，本公司于新加坡会计及商业登记局预留公司名称。同时，本公司会编制公司章程大纲和章程细则和以下各项文件：（1）首任董事委任书（2）首任董事和秘书委任通知书（3）同意出任董事通知书（4）注册地址通知书（5）其他适当文件每间公司都有自己本身的章程大纲和章程细则。它必须由最少一名股份认购人在一名见证人面前签署。而章程大纲规定必须包括某些基本事项。如公司名称，公司注册地址必须在新加坡，公司的宗旨，成员的有限责任及公司打算注册的股本和细分的股数和价值。步骤四本公司会把步骤二所列的文件寄给客户签署。客户收到文件后，根据指示在指定的位置签署，然后把全部已

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Memorandum of Association 公司章程核心提示：MEMORANDUM OF ASSOCIATION OF BBB THE COMPANIES ACTS _________(YEAR) TO _________(YEAR) PRIV A TE COMPANY LIMITED BY SHARES As amended by Special Resolution passed on _________,_________,_________(M,D,Y) 1. The Company's name is AAA. 2. The Company's r MEMORANDUM OF ASSOCIATION OF BBB THE COMPANIES ACTS _________(YEAR) TO _________(YEAR) PRIVATE COMPANY LIMITED BY SHARES As amended by Special Resolution passed on _________,_________,_________(M,D,Y) 1. The Company's name is "AAA". 2. The Company's registered office is to be situated in England and Wales. 3. (i) The object of the Company is to carry on business as a general commercial company. (ii) Without prejudice to the generality of the object and the powers of the Company derived from Section 3A of the Act the Company has power to do all or any of the following things:- (a) To purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property. (b) To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere any patents, patent rights, brevets d'invention, licences, secret processes, trade marks, designs, protections and concessions and to disclaim, alter, modify,

新加坡股份公司章程

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五、股民所拥有的优先股的权利或其它权利，除非股票发行条款另有明文规定，均应视为可因设立或发行同等股票而作变更。六、公司有权按《公司法》规定支付佣金，但应将支付或同意支付的佣金比率或数额按《公司法》规定的方式予以披露，且佣金比率不得超过有关股份发行价格的１０％，或佣金数额不得超过等同于该发行价格１０％的数额（依情况而定）。此种佣金可用现金支付，或用缴清股票或缴清部分股票的股票支付，或部分用现金部分用股票支付。在每次发行股票时，公司也可依法如此支付经纪费。七、除非法律另有规定，公司不承认任何人按信托持有任何股份，公司无义务或责任承认（即使出有有关通知）任何股票或股票单位所附的衡平法上的权益、或有权益、未来权益或部分权益（除非本章程或法律另有规定）或与任何股票有关的任何其它权益，注册股东享有的总体绝对权利除外。八、根据《公司法》规定，凡注册登记的股民均有权免费得到盖有公司印记的股权证，就数人持一股或数股情况而言，公司无义务向所有联合股东发放卡证，每股只需向其中一个股东发放一张卡证即可。留置权九、对所有已经催交的或在规定时间应交的股款（不管目前是否应交）的股份（未缴清股款的股份），公司都享有优先留置权，对所有以个人名义登记的，目前应由他或用他的财产向公司支付股款的所有股份（缴清股款的股份除外），公司也享有优先留置权；但董事会可随时宣布任何股份全部或部分不受本章程规定约束。公司对股份享有的留置权，如果有，应当扩大适用到与股份有关的所有红利上。十、公司可按董事会认为适当的方式出售公司享有留置权的股份，但只有当与留置权有关的一笔款项到期应付后，或在将要求支付与留置权有关的应付部分款项的书面通知送交注册股东，或因股东死亡或破产而送交有权接收股份的人１４天后方可进行出售。

新加坡公司章程

公司注册编号公司法（第50章）新加坡共和国有限股份公司总纲及公司章程 OF XX（私人）有限公司注册成立于

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我/我们，下列列具姓名、地址和职务的签署的迄今股份认购人，均意欲依据总纲组成一间公司，我/我们并分别地同意按列于我们姓名右方的股份数目，承购公司资本中的股份数。 20xx年xx月xx日

- 3 - 公司法，第50章节有限股份公司公司章程 OF xx有限公司 (注册成立于新加坡共和国) 序言 1. 公司法附录四表格A的章程不适用于本公司，除非本章程重复或者包含了相同条款。定义 2. 在本章程中 “法案”指公司法（第50章节）以及在其生效期间的任何法定修改或者重新制定 “公司”指上述的公司，无论其不时地被称作什么其他名字指公司现时的董事或任何具有授权来代表公司的董事“董事”或者 “董事会” “红利”包括花红，以货币或物的分配，资本分配和资本化问题； “成员”指登记成为公司股份持有者的个人或者实体； “办公室”指公司现时的注册办公室； “实缴资本”包括以信用出资作为实缴资本； “登记”指依照法案保存的公司成员登记簿，包括依据法案保存的分支机构的登记簿； “秘书”指依照本章程委任的公司秘书，将包括任何人被授权临时履行公司秘书职责的人。

新加坡公司章程-精品

公司注册编号：201607231W 公司法（第50章）新加坡共和国有限股份公司总纲及公司章程 OF DASSET OIL & GAS PTE.LTD.有限公司注册成立于2016.03.19

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Articles of Association for Limited Liability Company 第一章总则Chapter 1 General Provisions 第一条本章程根据《中华人民共和国公司法》、《深圳经济特区有限责任公司条例》和有关法律法规，制定本章程。 Article 1 These articles are formulated in accordance with the Company Law of the P.R.C., the Regulations of Shenzhen Special Economic Zone on Limited Liability Companies, and relevant laws and regulations. 第二条本公司（以下简称公司）的一切活动必须遵守国家的法律法规，并受国家法律法规的保护。 Article 2 The curr ent business (hereinafter “the Company”) shall conduct all activities in accordance with state laws and regulations, and subject to the protection thereof. 第三条公司在深圳市工商行政管理局登记注册。 Article 3 The Company is registered with Shenzhen Industrial and Commercial Administration Bureau. 名称：Company name: 住所：Domicile: 第四条公司经营范围为：投资兴办实业（具体项目另行申报）；汽车配件的销售，国产汽车（不含小轿车），国内商业、物质供销业（不含专营、专控、专卖商品）；旧机动车交易；汽车租赁；经济信息咨询（不含限制项目）；货物及技术进出口。 Article 4 Business scope of the Company: industrial and commercial investments (specific programs to be separately applied for); sale of auto parts, domestic automobiles (excluding passenger cars), domestic product and material supply and marketing (excluding franchised, special-controlled, and monopolized products); trading of used motor vehicles; auto rental service; economic information consultation (excluding restricted ones); import & export of goods and technologies. 经营范围以登记机关核准登记的为准。公司应当在登记的经营范围内从事活动。 The business scope as approved by the registration authority will be final and valid. The Company shall conduct business within the approved business scope. 第五条公司根据业务需要，可以对外投资，设立分公司和办事机构。

新加坡股份公司章程

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