Article 2.6.2 General Incorporation Framework

(a) Lawful Purposes:

Legal entities may be established for any lawful purpose, including commercial, non-profit, public-benefit, or governance-related functions. No restriction shall be imposed based on the nationality or residence of the founders, the sector of intended operation, or the proposed organisational model, provided that the entity is established in the ICT and complies with the ICT Code (including, but not limited to, Article 2.8 “Restricted Areas”), supplementary guidelines issued by the Operator, and applicable decisions of the ICT Court or recognised dispute resolution bodies.

(b) Digital Incorporation via ICT City App:

Incorporation shall be effected through streamlined digital registration through the ICT City App with the Operator, the Companies Registrar or equivalent body established by the Operator. The registration process shall include (among others):

(i) submission of a foundational document setting out the entity’s structure and purpose;

(ii) entity legal structure details;

(iii) identification of founders and beneficial owners;

(iv) designation of a registered office and compliance contact within the ICT;

(v) confirmation of a unique and lawful entity name; and

(vi) payment of applicable fees.

(c) Legal Personality and Effect:

Upon successful registration, an entity shall:

(i) acquire separate legal personality, perpetual succession, and limited liability (where applicable);

(ii) possess full capacity to contract, hold and transfer property, sue and be sued in its own name, and carry out all lawful activities necessary or incidental to its purpose;

(iii) have the power to open bank accounts, issue shares or other securities, and appoint agents or representatives; and

(iv) be bound by its foundational documents and any applicable default rules under this ICT or supplementary guidelines issued by the Operator in the absence of a contrary provision.

(d) Pre-Incorporation Acts:

Contracts or actions undertaken in the name of a proposed entity prior to registration shall not bind the entity unless expressly adopted or ratified post-incorporation by its authorised governing body (e.g., board of directors). Founders may be personally responsible and liable for such acts unless otherwise agreed in writing post-incorporation.

(e) Operator Oversight:

The Operator shall maintain secure, efficient, and interoperable digital infrastructure to support entity formation, registration, record-keeping and regulation. This includes:

(i) a One-Stop-Shop platform for submission, authentication, and tracking of incorporation processes;

(ii) integration with digital identity verification, compliance registries, and public search interfaces;

(iii) publication of supplementary guidelines, model rules, or template documents to assist applicants as further set out in this Article.

(f) Modular Governance Structures:

Founders may adopt bespoke governance arrangements, including algorithmic or decentralised systems, provided that:

(i) such systems comply with the ICT Code and supplementary guidance issued by the Operator;

(ii) a natural person or legal entity within the ICT is designated as the accountable compliance contact;

(iii) mechanisms exist to resolve deadlocks, disputes, and enforce rights and duties under the foundational documents.

(g) Prevention of Abuse:

The ICT Court may in limited circumstances, upon substantiated evidence, disregard legal personality or impose corrective measures where an entity is used to defraud, evade legal requirements, or undermine the principles of this ICT Code. This includes the power to lift limited liability, mandate disclosure, or dissolve the entity where necessary to protect public interest or third-party rights, provided that a full legal process has been undertaken and the relevant legal entity shall have the right to appeal.

(h) Post-Incorporation Flexibility:

An entity may, subject to its foundational documents and this ICT Code:

(i) amend its structure, name, or purpose;

(ii) convert into another recognised entity type; or

(iii) merge with, demerge from, or transfer operations to other ICT entities,

provided such changes are properly recorded and notified to the Companies Registrar.