Companies Act - Singapore Statutes Online

Requirements as to memorandum

22.—(1) The memorandum of every company shall be dated and shall state, in addition to other requirements —

(a)	the name of the company;
(b)	[Act 5 of 2004]
(c)	[Act 21 of 2005]
(d)	if the company is a company limited by shares, that the liability of the members is limited;
(e)	if the company is a company limited by guarantee, that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount;
(f)	if the company is an unlimited company, that the liability of the members is unlimited;
(g)	the full names, addresses and occupations of the subscribers thereto; and
(h)	that such subscribers are desirous of being formed into a company in pursuance of the memorandum and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names. [12/2002; 5/2004; 21/2005]

(1A) On 30th January 2006, any provision (or part thereof) then subsisting in the memorandum of any company which states —

(a)	the amount of share capital with which the company proposes to be or is registered; or
(b)	the division of the share capital of the company into shares of a fixed amount,

shall, in so far as it relates to the matters referred to in either or both of paragraphs (a) and (b), be deemed to be deleted.

[21/2005]

(2) Each subscriber to the memorandum shall, if the company is to have a share capital, make a declaration to the Registrar, either by himself or through a prescribed person authorised by him, as to the number of shares (not being less than one) that he agrees to take.

[12/2002]

(3) A statement in the memorandum of a company limited by shares that the liability of members is limited shall mean that the liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.

(4) A copy of the memorandum, duly signed by the subscribers and stating, if the company is to have a share capital, the number of shares that each subscriber has agreed to take, shall be kept at the registered office of the company.

[12/2002]

[Aust., 1961, s. 18]

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