Incorporation

INCORPORATION OF A LIMITED COMPANY

 Under Singapore law, a company’s existence is perpetual until it is wound up.

 In Singapore, a limited company adopts a separate legal entity from the owners as well as the management of the company.  Companies are incorporated under the Singapore Companies Act, Chapter 50.

 A limited company is therefore distinct from the shareholders who have proprietary interests and directors who act as agents of the company.

 A company sue and be sued in its own name.  So long as the Directors and officers of the company act within their powers, they are unlikely to be held responsible for acts undertaken on behalf of the company.  

Are shareholders/members absolved from debts incurred by a company?  One might need to think about this after reading the following excerpt of the Singapore Companies Act, Cap. 50 (Section 145)  :-


(10)  If a company carries on business without having at least one director who is ordinarily resident in Singapore for more than 6 months, a person who, for the whole or any part of the period that it so carries on business after those 6 months —

(a)
is a member of the company; and
(b)
knows that it is carrying on business in that manner,
shall be liable for the payment of all the debts of the company contracted during the period or, as the case may be, that part of it, and may be sued therefor.


PROCEDURES FOR THE INCORPORATION

OF A PRIVATE LIMITED COMPANY

 As a first step, the promoters will have to lodge a name search with ACRA (the Accounting and Regulatory Authority of Singapore)..  The name submitted must have the words “Private Limited” or “Pte Ltd” at the end of the name.  We need to furnish the particulars of the promoters, directors and shareholders of the company.  We also need to furnish the intended activities and paid up capital of the company.

 Please contact us on the time frame and procedures to incorporate a limited company.

 CONSTITUTION

 The Constitution is an important document and lay down perimeters under which the company operates.  It contains  things like the name under which the company operates, situation of the registered office, main and subsidiary activities and composition of the share capital of the company.  Specimens of such Constitutions are readily available.

 The Constitution also regulate the internal governance of the company.  It contains rules and regulations of the share structure of the company, transfer of shares, directors and shareholders meetings, rules governing directors and their appointment, dismissal and other matters affecting directors amongst others.


https://sso.agc.gov.sg/SL/CoA1967-S833-2015?DocDate=20151231&ProvIds=pr3-. (PLEASE SEE MODEL CONSTITUTIONS)

 https://hostmypdf.com/en/frm/if4s5


ĉ
Jack Chan,
18 May 2013, 23:53