Singapore legislation
Clause 16
Clause 16
Registration and incorporation
(1)
Persons desiring the incorporation of a company shall lodge the memorandum and the articles (if any) of the proposed company with the Registrar together with the other documents required to be lodged by or under this Act, and the Registrar on payment of the appropriate fees shall, subject to this Act register the company by registering the memorandum and articles (if any).[U.K.ss. 12-15, 26.][Aust. s. 16.]
(2)
The Registrar may if he thinks fit require a statutory declaration made by a qualified legal practitioner engaged in the formation of the company or by a person named in the articles as a director or secretary of the company to be lodged stating that all or any of the requirements of this Act have been complied with, and the Registrar may accept such a declaration as sufficient evidence of compliance.
(3)
The Registrar shall require a certificate from a notary public, a qualified legal practitioner, an approved company auditor or a person with such other qualifications as may be prescribed for the purposes of this section as to the identity of the subscribers to the memorandum and of any persons named in the memorandum or articles as officers of the proposed company.
(4)
On the registration of the memorandum the Registrar shall certify under his hand and seal that the company is on and from the date specified in the certificate incorporated, and that the company is —
a company limited by shares;
a company limited by guarantee;
a company limited both by shares and guarantee; or
an unlimited company,as the case may be, and where applicable, that it is a private company.
(5)
On and from the date of incorporation specified in the certificate of incorporation but subject to this Act the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate by the name contained in the memorandum capable forthwith of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act.
(6)
The subscribers to the memorandum shall be deemed to have agreed to become members of the company and on the incorporation of the company shall be entered as members in its register of members, and every other person who agrees to become a member of a company and whose name is entered in its register of members shall be a member of the company.
(7)
The Registrar shall not register a memorandum and articles (if any) of a proposed company unless the memorandum or articles contain the names of at least two persons who are to be the first directors of the proposed company.