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Happy Grow Pte LtD
Memorandum of Association Details
Company Identity
Company Name: Happy Grow Pte Ltd
Alternative Names:
Happy Grow Training Pte Ltd
HappyGrow Education Pte Ltd
Registered Office Address: 4 Robinson Road, #08-01A. Singapore 048545
Jurisdiction: Singapore
Business Structure
Company Type: Private Limited Company
Liability: Limited by Shares
Main Objects:
To conduct, organize and provide soft skills training courses and programs
To conduct, organize and provide digital technology and IT-related training courses
To provide corporate training and professional development services
To develop and deliver online and offline educational content and materials
Secondary Objects:
To provide consultancy services in human resource development and organizational training
To develop, market and sell educational software and digital learning platforms
To organize seminars, workshops, conferences and educational events
To provide certification and assessment services for training programs
To engage in e-learning platform development and management
To provide career coaching and professional mentoring services
To conduct research and development in educational methodologies
To enter into partnerships with educational institutions and training providers
Share Capital Details
Authorized Share Capital: SGD 100,000
Nominal Value per Share: SGD 1.00
Total Number of Shares: 100,000 ordinary shares
Share Classes:
Ordinary Shares: Full voting rights, dividend rights, capital distribution rights
(No preference shares initially)
Founding Members
Founder 1:
Name: Happy Budhiaty
Address: Blk 79 Indus Road #09-409 Singapore 161079
Nationality: PR
Occupation: Training Consultant / Entrepreneur
Shares Subscribed: 70,000 shares (70%)
Founder 2:
Name: Kasmani Bin Dollah
Address: Blk 79 Indus Road #09-409 Singapore 161079
Nationality: Singaporean
Occupation: IT Training Specialist
Shares Subscribed: 30,000 shares (30%)
Articles of Association Details
Governance Structure
Board Composition:
Minimum Directors: 1 (for Singapore private limited company)
Maximum Directors: 10
At least 1 director must be ordinarily resident in Singapore
Director Roles:
Managing Director: Overall business strategy and operations
Training Director: Curriculum development and training delivery
(Additional directors as company grows)
Board Meeting Requirements:
Minimum quarterly meetings
Quorum: Majority of directors
Notice Period: 7 days minimum
Share Management
Share Transfer Restrictions:
Existing shareholders have right of first refusal
Board approval required for transfers to external parties
Valuation method: Fair market value or agreed formula
Share Issuance:
New shares require board resolution
Existing shareholders have pre-emption rights (right to subscribe proportionally)
Special resolution required for major dilutions
Decision-Making Framework
Annual General Meeting (AGM):
Within 18 months of incorporation, then annually
Quorum: 2 shareholders or their proxies
Extraordinary General Meeting (EGM):
Called by directors or shareholders holding 10% of shares
14 days notice required
Voting:
Ordinary resolutions: Simple majority
Special resolutions: 75% majority
Each share carries one vote
Operational Details
Financial Year: 1 January to 31 December
Banking: Standard Chartered Bank Singapore or DBS Bank
Borrowing Powers: Up to SGD 500,000 without special resolution
Audit Requirements: Exempt if revenue < SGD 5 million annually
Company Secretary: Professional corporate secretary firm
Specific Training Business Provisions
Intellectual Property:
All training materials and courses developed are company property
Non-disclosure agreements for proprietary training methods
Copyright protection for digital content and platforms
Quality Standards:
Commitment to maintain training certification standards
Regular review of course content and delivery methods
Student feedback and continuous improvement processes
Partnership Framework:
Authority to enter training partnerships with corporations
Franchise or licensing arrangements for course delivery
International training collaboration agreements
Protection Clauses
Founder Protection:
Drag-along rights: Majority can force minority to sell in major transactions
Tag-along rights: Minority can join major sales
Anti-dilution provisions for founding shareholders
Business Protection:
Non-compete clauses for departing directors (12 months)
Confidentiality requirements for proprietary training methods
Customer non-solicitation agreements
Dispute Resolution
Internal Disputes: Mediation first, then arbitration under Singapore International Arbitration Centre (SIAC) rules
Jurisdiction: Singapore courts for enforcement
Governing Law: Singapore law
Exit Mechanisms
Buy-back Provisions: Company can repurchase shares from departing shareholders
Valuation Method: Independent valuation or agreed multiple of revenue/earnings
Right of First Refusal: Other shareholders can match external offers
Additional Considerations for Training Business
Regulatory Compliance
SkillsFuture Singapore (SSG) Registration: For government-funded training programs
Committee for Private Education (CPE) License: If offering courses leading to qualifications
Goods and Services Tax (GST): Registration required if annual turnover exceeds SGD 1 million
Insurance Requirements
Professional Indemnity Insurance: For training and consultancy services
Public Liability Insurance: For training venues and events
Cyber Liability Insurance: For digital platforms and data protection
Employment Framework
Trainer Agreements: Clear terms for full-time and freelance trainers
Intellectual Property Assignment: All course materials created by employees belong to company
Performance Standards: Quality metrics for training delivery and student satisfaction
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