What are Memorandum and Articles of Association in Singapore?

If you’ve been researching how to set up a company in Singapore, you may have come across the terms Memorandum of Association and Articles of Association (often shortened to M&AA). These documents were once essential for company registration, but were replaced by the Company Constitution in 2016.

Though M&AA are no longer required, the terms still come up in older records, legal references, or when dealing with foreign investors.

In this guide, we will cover:

✅What the memorandum and articles are

✅How they worked together

✅Why they matter to businesses

✅What Singapore companies use today

What Is a Memorandum of Association?

The Memorandum of Association (MOA) is a document that sets out the foundation of a company. It confirms that the first shareholders, called subscribers, agree to form the company.

According to Section 22 of the Companies Act, the MOA typically includes:

• The name of the company
• The liability of the members (e.g. limited by shares or guarantee)
• The names, addresses, and occupations of the first shareholders
• A declaration that they agree to create the company and, if shares are involved, how many shares they will take up
• The members’ contribution to debts in the event of liquidation (for companies limited by shares)

The purpose of the company’s memorandum is to define its structure and show the relationship between the business and its shareholders. A signed copy must also be kept at the company’s registered office.

What Are the Articles of Association?

The Articles of Association (AOA) set out the internal rules for how a company is governed and managed. They acted as its rulebook, guiding how company directors, shareholders, and meetings should operate.

According to Section 35 of the Companies Act, the AOA usually covers:

• The rights and powers of shareholders.
• The duties of company directors.
• Rules for issuing shares and paying dividends.
• Procedures for holding general meetings.

Companies limited by guarantee or unlimited had to file articles at incorporation. Private companies, on the other hand, could either file their own articles or rely on a standard set of rules known as “Table A.”

For guarantee and unlimited companies, the company’s articles of association also had to state the number of members, and any changes to that number had to be notified to the Accounting and Corporate Regulatory Authority (ACRA) within 14 days.

In practice, many companies filed their own customised articles, while others relied on the default rules.

The Role of Memorandum and Articles of Association in a Company

The Memorandum of Association and Articles of Association (M&AA) worked together as more than just company registration forms. They served as a contract, binding the company and its members, as well as the members among themselves. This meant that shareholders and directors were legally required to follow the terms set out in these legal documents.

Because both were public documents, companies often chose to keep certain arrangements private. This was done through a shareholder agreement, which allowed members to spell out sensitive details such as funding commitments, exit strategies, or dispute resolution rules without placing them in public view.

What Is the Difference Between M&AA and the Constitution?

M&AA were once mandatory documents for every company incorporated in Singapore. 

This changed with the Companies (Amendment) Act 2014, which simplified the incorporation process by merging both documents into a single document known as the Company Constitution.

From 2016 onwards, companies no longer file them separately. The Constitution covers both roles: setting out the company’s key details and the rules for how it will be run. Below is an example of a company constitution in Singapore.

When incorporating a company today, you’ll need the Constitution. Most SMEs simply adopt ACRA’s Model Constitution, a ready-made standard version. Only businesses with more complex ownership or investor needs typically opt for a customised version.

Any amendment to your constitution must be approved by members of the company through a special resolution passed at the annual general meeting.

Final Note

As a business owner, you can set aside the old terms like M&AA. What matters today is your company constitution, the legal document that governs how your business is run. Keeping this in mind makes compliance simpler and lets you focus on growing your company.

If you need help with your company’s constitution, Statrys can help you create one and handle your incorporation with ease.