What is the Constitution of a Singapore Company? What is the purpose of this document?
M&AA (Memorandum and Articles of Association) means the constitution of the company. It is a set of rules and procedures that ensures governance of the company
Before 2014, there were two different documents namely Memorandum of Association and Articles of Association. When the Companies Act was amended in 2014, both the documents were merged to create one simple document called the constitution or M&AA (Memorandum and Articles of Association).
A constitution of a company can be:
A constitution registered with a Registrar by the company
Memorandum and Articles of Association of the company before the date of the amendment
M&AA contains the following mandatory sections as per the Companies Act:
Company’s name in the Name Clause that is approved by the company registrar
Location of registered office in the Registered Office Clause
A Liability Clause that defines the position and extent of liability of all members.
Capital structure of the company in Capital Clause
A Subscriber Clause that states the name, occupation and address of each of the subscribers of the company. It also states the number of shares each subscriber holds.
Objects Clause is optional which defines the principle activities of the company.
A rule book which list all the rules that dictate the internal management of the company. These rules are required to govern the important actions and decisions a company must take on a daily basis.
In simple words M&AA is a legal document that states the rules needed by a company to operate smoothly and flawlessly.