Long Title

Part I PRELIMINARY

Part II ADMINISTRATION OF THIS ACT

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

Division 2 — Powers

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

Division 2 — Restrictions on allotment and commencement of business

Division 3 — Shares

Division 3A — Reduction of share capital

Division 4 — Substantial shareholdings

Division 5 — Debentures

Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements

Division 6 — Interests other than shares, debentures, etc.

Division 7 — Title and transfers

Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities

Division 8 — Registration of charges

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

Division 2 — Directors and officers

Division 3 — Meetings and proceedings

Division 4 — Register of members

Division 5 — Annual return

Part VI ACCOUNTS AND AUDIT

Division 1 — Accounts

Division 2 — Audit

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

Part VIII RECEIVERS AND MANAGERS

Part VIIIA JUDICIAL MANAGEMENT

Part IX INVESTIGATIONS

Part X WINDING UP

Division 1 — Preliminary

Division 2 — Winding up by Court

Subdivision 1 General

Subdivision 2 Liquidators

Subdivision 3 Committees of inspection

Subdivision 4 General powers of Court

Division 3 — Voluntary winding up

Subdivision 1 Introductory

Subdivision 2 Provisions applicable only to members’ voluntary winding up

Subdivision 3 Provisions applicable only to creditors’ voluntary winding up

Subdivision 4 Provisions applicable to every voluntary winding up

Division 4 — Provisions applicable to every mode of winding up

Subdivision 1 General

Subdivision 2 Proof and ranking of claims

Subdivision 3 Effect on other transactions

Subdivision 4 Offences

Subdivision 5 Dissolution

Division 5 — Winding up of unregistered companies

Part XI VARIOUS TYPES OF COMPANIES, ETC.

Division 1 — Investment companies

Division 2 — Foreign companies

Part XII GENERAL

Division 1 — Enforcement of this Act

Division 2 — Offences

Division 3 — Miscellaneous

FIRST SCHEDULE Repealed Written Laws

SECOND SCHEDULE Fees to be Paid to the Registrar

THIRD SCHEDULE Repealed

FOURTH SCHEDULE Table ARegulations for Management of A Company Limited by Shares

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in Lieu of Prospectus

SEVENTH SCHEDULE Statement Required Pursuant to Division 6 of Part Iv

EIGHTH SCHEDULE Annual Return of A Company Having A Share Capital

NINTH SCHEDULE Accounts and Consolidated Accounts

TENTH  SCHEDULE Take-over Offers

ELEVENTH  SCHEDULE Powers of Judicial Manager

Legislative Source Key

Legislative History

Comparative Table

SECOND SCHEDULE
Sections 8(5) and (6), 9(2), 205B(3) and 411
Fees to be Paid to the Registrar
Item No.
Section or other provision under which transaction is carried out
Transaction
Fees
 
 
Incorporation of Company
 
1.
27(10), (11) and (12) and 28(2)
Application for reservation of name or approval of change of name
(applicable to both companies and foreign companies)
$15 upon approval of each name
2.
27(10), (11) and (12) and 28(2)
Appeal for approval of name application or appeal for change of name
(applicable to both companies and foreign companies)
$15 per appeal
3.
27(13)
Application for extension of reservation period for approved name
(applicable to both companies and foreign companies)
$10
4.
19 and 143(1)
Incorporation of public company having a share capital
$300
5.
19 and 143(1)
Incorporation of public company not having a share capital
$600
6.
19 and 143(1)
Incorporation of private company
$300
7.
61(2)(a) and (c)
Lodgment of statement in lieu of prospectus and lodgment of declaration of compliance by company that has not issued prospectus
$10
 
 
Company particulars (including changes to particulars)
 
8.
26(2) and 28(2)
Lodgment of notice of resolution for change of company name
$10
9.
Lodgement of notice of resolution pertaining to any other matter
$10
10.
143(1) and 372(1)(d)
Lodgment of notice of change of situation of registered office or of office hours
(applicable to both companies and foreign companies)
$10
11.
196(2) and (8) and 379(6) and (7)
Lodgment of notice of situation of the office where a branch register of members is kept, or of change in situation or discontinuance
(applicable to both companies, foreign companies and foreign entities)
$10
12.
35(5) and 372(3)
Lodgment of notice of change in number of members
(applicable to both companies and foreign companies)
$10
13.
30(2)
Application for conversion from an unlimited company to a company limited by shares under section 30(1)(a)
$30
14.
30(2)
Application for conversion from an unlimited company to a company limited by guarantee under section 30(1)(a)
$30
15.
30(2)
Application for conversion from a limited company to an unlimited company under section 30(1)(b)
$30
16.
31(1)
Application for conversion from a public company to a private company limited by shares
$30
17.
31(2)
Application for conversion from a private company to a public company limited by shares
$30
18.
26(2) and 34
Lodgment of resolution, order of Court, or other document affecting the memorandum of a company
$10
19.
33(9)
Lodgment of resolution for alteration of objects in memorandum of company
$10
20.
 
[Deleted by S 55/2005]
 
21.
71(1A)
Lodgment of notice of alteration to share capital
$10
22.
372(2)
Lodgment of notice of increase in authorised share capital
$10
23.
31(3A) and 128A
Lodgment of notice of list of shareholders or transfer of shares
$10
24.
70(8)
Lodgment of notice of redemption of redeemable preference shares
$10
25.
76(9A)(g) and (9B)(f) and 76(10)(c) and (e)
Lodgment of notice of resolution, or notice of intention to propose special resolution, to give financial assistance for the acquisition of shares or units of shares in company
$10
26.
93(2)
Lodgment of notice of place or change of place where register of holders of debentures is kept
$10
27.
191(2)
Lodgment of notice of place or change of place where register of members and index is kept
$10
28.
179(7)
Lodgment of copy of minute by representative of holding company relating to proceedings of subsidiary company
$10
29.
174(5)
Lodgment of statutory report of public company
$10
30.
61(1)(b) (iii)
Lodgment of notice of compliance by company that has issued prospectus
$10
31.
76B(9)
Lodgment of notice of purchase or acquisition of ordinary shares or stocks
$10
32.
76B(9)
Lodgment of notice of purchase or acquisition of preference shares
$10
33.
63(1) and (5)
Lodgment of return of allotment of shares
$10
34.
173(6)
Lodgment of notice of appointment, cessation of appointment or change of particulars of a company’s director, manager, secretary or auditor
$10
35.
173(6A)
Lodgment of notice of cessation of appointment of director by that director
$10
 
 
Treasury shares
 
35A.
76K(5)
Lodgment of notice of cancellation or disposal of treasury shares
$10
35B.
78C(3)(c)
Lodgment of copy of solvency statement together with special resolution
$10
35C.
78D(4)(b)
Giving of notice of creditor’s application to the Court for cancellation of special resolution
$10
35D.
78E(1)(ii)
Lodgment of copy of solvency statement, directors’ statement and notice containing reduction information
$30
35E.
78E(2)(i) and (ii)
Lodgment of directors’ statement and notice containing reduction information
$30
35F.
78E(3)(iii)
Lodgment of directors’ statement, copy of order of Court and notice containing reduction information
$30
35G.
78E(4)(iii)
Lodgment of directors’ statement, copy of order of Court and notice containing reduction information
$30
35H.
78F(4)
Lodgment of notice of order of Court cancelling special resolution
$10
35I.
78I(3)
Lodgment of copy of order of Court and notice containing reduction information
$30
35J.
78I(3)
Application for extension of time to lodge copy of order of Court and notice containing reduction information
$30
35K.
78B(1)(c) and 78C(1)(c) and regulation 6 of the Companies Regulations (Rg 1)
Lodgment of documents for purposes of publicity requirements
$500
 
 
Amalgamation
 
35L.
215E(1)
Registration of amalgamation —
 
 
 
(a)
where the amalgamated company is the same as one of the amalgamating companies; or
$400
 
 
(b)
where the amalgamated company is a new company
$700
 
 
Lodgment of statement relating to charges for registration
 
36.
131(1)
Lodgment of statement containing particulars of charge
$60
37.
131(5)
Lodgment of statement containing particulars of a series of debentures
$60
38.
131(6)
Lodgment of statement containing particulars of an issue of debentures where there is more than one issue of debenture in a series of debentures
$60
39.
133(1) and 141
Lodgment of statement of particulars in respect of property acquired by company or registered foreign company while the property is subject to charge
$60
40.
133(1)
Lodgment of statement in respect of charge created by foreign company before registration of foreign company in Singapore
$60
41.
133(1)
Lodgment of statement of particulars in respect of property acquired by foreign company while the property is subject to a charge before registration of foreign company in Singapore
$60
42.
regulation 40, Companies (Filing of Documents) Regulations (Rg 7)
Lodgment of form reporting variation of charges
$10
43.
136(1)
Lodgment of satisfaction of charges
$10
44.
139
Application for extension of time for lodgment of charge
$10
 
 
Annual filing of forms and documents by company
 
45.
197(1) and Eighth Schedule
Lodgment of annual return by company having a share capital
$20
46.
197(5)
Lodgment of annual return by company not having a share capital
$20
47.
[Deleted by S 604/2007, wef 05/11/2007]
48.
[Deleted by S 604/2007, wef 05/11/2007]
49.
201(2)
Application for extension of time for period of accounts
Up to $150
50.
175(2)
Application for extension of time to hold AGM
Up to $150
51.
202(1)
Application for relief from requirements as to form and content of accounts and reports
$50
 
 
Winding up, receivership and judicial management of company
 
52.
223(1)(c), 227L(6), 270(1) and regulation 8 Companies (Filing of Documents) Regulations (Rg 7)
Lodgment of statement of affairs and affidavit verifying statement of affairs
$10
53.
221(1)
Lodgment of notice of appointment of receiver or manager
$10
54.
221(2)
Lodgment of notice by receiver or manager of cessation of office
$10
55.
225(1)(a)(i)
Lodgment of account of receipts and payments by receiver or manager
$10
56.
227B and regulation 28 Companies (Filing of Documents) Regulations (Rg 7)
Lodgment of notice of the application for judicial management order and copy of application for judicial management order
$10
57.
227H(7) and regulation 29 Companies (Filing of Documents) Regulations
Lodgment of notice of judicial management order and copy of judicial management order
$10
58.
Regulation 31 Companies (Filing of Documents) Regulations
Lodgment of notice by judicial manager of cessation of office under section 227J
$10
59.
227M(1), 227P(2) and regulation 27 Companies (Filing of Documents) Regulations
Lodgment of proposal or revised proposal by judicial manager
$10
60.
227N(3) and 227P(5)
Lodgment of notice of report of result of meeting of creditors on proposals or revised proposals of judicial manager
$10
61.
291(1)
Lodgment of declaration by directors of company’s inability to continue business by reasons of its liabilities
$10
62.
293(3)(c)
Lodgment of declaration of solvency
$10
63.
295(4)
Lodgment of notice of holding of meeting of creditors
$10
64.
262(1)
Lodgment of notice of winding up order and particulars of the liquidator
$10
65.
262(2)
Lodgment of a copy of winding up order
$10
66.
308(3) and (4)
Lodgment of return by liquidator relating to final meeting
$10
67.
267 and 316(1)
Lodgment of notice of appointment and situation of office of provisional liquidator or liquidator
$10
68.
267 and 316(1)
Lodgment of notice of change in situation of office of provisional liquidator or liquidator
$10
69.
267 and 316(3)
Lodgment of notice by provisional liquidator or liquidator of resignation or removal from office
$10
70.
317
Lodgment of liquidator’s account of receipts and payments and statement of the position in winding up
$10
71.
344(1) and 377(6)
Application for striking off
(applicable to both companies and foreign companies)
$35
72.
343(2)
344(5) and 377
Lodgment of order of Court for reinstatement of company which has been —
(a)
dissolved; or
(b)
struck off (applicable to both companies and foreign companies)
$10
73.
344(2) and 377(6)
Lodgment of objections to striking off
(applicable to both companies and foreign companies)
$10
74.
Lodgment of notice of intention to lodge objections to future striking off
$10
75.
Lodgment of withdrawal of application to strike off
$30
 
 
Registration of foreign company
 
76.
368
Registration of foreign company
(a)
$300 for foreign company having a share capital
 
 
 
(b)
$1,200 for foreign company not having a share capital
77
Regulation 21(1) and (3) Companies (Filing of Documents) Regulations (Rg 7)
Application for extension of time to lodge any document required for the registration of a foreign company
$30
 
 
Changes to particulars of foreign company
 
78.
372(1)(f)
Lodgment of notice of change of name of foreign company
$10
79.
368(1)(c) and 372(1)(b)
Lodgment of return of particulars or change or alteration in particulars of directors
$10
80.
370(3) and 372(1)(c)
Lodgment of notice of change or alteration in particulars of agent or appointment or cessation of agent of foreign company
$10
81.
372(1)(e)
Lodgment of notice of change or alteration of address of registered office of foreign company in its place of incorporation or origin
$10
82.
372(1)(a)
Lodgment of notice of change or alteration in the charter, statute, memorandum or articles or other instruments of foreign company
$10
83.
372(1)(g)
Lodgment of notice of change or alteration in the powers of the resident directors of foreign company
$10
84.
372(1), (2) and (4)
Application for extension of time to lodge any particulars of change or alteration and such documents as the regulations require
$30
 
 
Annual filing of forms and documents by foreign company
 
85.
373(1), (2), (4) and (5)
Lodgment of balance-sheet and accompanying documents
$10
86.
201(2) and 373(4)
Application for extension of time for lodgment of balance- sheet and accompanying documents
$30
87.
373(7)
Application for relief from requirements as to form and content of accounts and reports
$30
88.
373(5)(b)
Application for waiver to lodge annual filing of forms and documents relating to the operations of foreign company in Singapore
$30
 
 
Winding up, receivership and judicial management of foreign company
 
89.
377(1)
Lodgment of notice by foreign company of cessation of business
$10
90.
377(2)
Lodgment of notice by agent of foreign company of liquidation or dissolution of company
$10
 
 
Miscellaneous transactions
 
91.
12B, 137, 210(5), 212(3), 215H, 216(5), 227G(9), 227K(1), 227N(5), 227Q(3), 227R(5), 269(3), 276(6), 279(3), 308(7), 343(2), 372(4) and others and regulation 41C of the Companies (Filing of Documents) Regulations (Rg 7)
Lodgment of order of Court
$10
92.
 
[Deleted by S 55/2006]
 
93.
Application for filing annual return signed by one director where AGM is held
$30
94.
Application for filing annual return signed by one director where no AGM is held
$30
95.
Application for filing annual return where no AGM is held
$30
96.
 
[Deleted by Act 5 of 2004]
 
97.
23(2)
Application for approval to hold or to sell, mortgage or transfer any land
$100
98.
29(1)
Application for the omission of the word “Limited” or “Berhad”
$100
99.
29(4)
Application for consent of Minister to alteration of memorandum and articles of association
$100
100.
12B(3)
Lodgment of notice of error in document lodged
$30
101.
 
Application for the following:
$50
 
19(7)
(a)
certificate confirming incorporation of company;
 
 
26(7)
(b)
certificate confirming that company is incorporated in accordance with the alteration made to the memorandum;
 
 
28(5)
(c)
certificate confirming incorporation of company under new name changed by special resolution;
 
 
30(2)
(d)
certificate confirming conversion of company from —
 
 
 
(i)
unlimited to limited by guarantee; or
 
 
 
(ii)
unlimited to limited by shares;
 
 
31(3)
(e)
certificate confirming conversion from —
 
 
 
(i)
public company to private company; or
 
 
 
(ii)
private company to public company;
 
 
371(2)
(f)
certificate that foreign company is registered in Singapore;
 
 
23(2) and (5)
(g)
certificate confirming approval to hold land;
 
 
29 (9)
(h)
certificate confirming approval to register company with limited liability without the addition of “Limited” or “Berhad”;
 
 
61(7)
(i)
certificate that company is entitled to commence business and exercise its borrowing powers;
 
 
134(3)
(j)
certificate to confirm that charge is registered;
 
 
215F(4)
(k)
certificate confirming amalgamation.
 
102.
27(1) and 378(1)
Application for consent of the Minister to use of a name and order of the Minister granting consent to use of a name
(applicable to both companies and foreign companies)
$100
103.
27(2A)
Application to Registrar to direct a change of company name
$30
104.
27(5)
Application for appeal to Minister against decision of Registrar to direct or not to direct a change of company name
$50
105.
On late lodging of any document under the Act after the period prescribed by law in addition to any other fee
Up to $350
 
 
(The Registrar, if satisfied that just cause existed for the late lodgment, may waive in whole or in part the additional fee.)
 
106.
On submission of any other application to the Minister under the Act
$100
107.
 
[Deleted by S 57/2005]
 
108.
 
[Deleted by S 57/2005]
 
109.
 
[Deleted by S 57/2005]
 
110.
200(2A) and (3)
Application to the Registrar with regard to the accounting periods of a company within the same group
$50
111.
200(9)
Application to the Minister to appeal against the decision of the Registrar
$100
112.
Lodgment of any other application to the Registrar, excluding an application under section 23(2), 200 or 202
$30
113.
9(2)
(a)
Application to Minister for approval of a liquidator
$100
 
 
(b)
Application to Minister for renewal of approval of a liquidator
$40
114.
On lodging, registering, depositing or filing any other document with or by the Registrar under any Act (where the fee is not specified in any relevant Act or Regulation)
$10
115.
Lodgment of the first Memorial pursuant to any written law
$150
 
 
Any subsequent Memorial on the appointment of a new or other manager or any change in or addition to the facts stated in the first Memorial
$75
116.
Lodgment of affidavit or statutory declaration
$10
117.
(a)
For taking an affidavit or statutory declaration, for each person making the same
$20
 
 
(b)
For each exhibit referred therein to be marked
$2 per exhibit
118.
227B
Lodgment of application with the Court
As prescribed by Rules of Court (Cap. 322, R 5)*
 
 
 
*To be paid to the Court
119.
On every application to the Court for approval or sanction of a compromise, arrangement, scheme or proposal
As prescribed by Rules of Court or the Companies (Winding Up) Rules (R 1), whichever is applicable*
 
 
 
*To be paid to the Court
 
 
Service charge for electronic filing of forms and documents by Registry of Companies and Businesses for applicants*
*  The Registrar may, at his discretion, waive these charges.
 
 
 
* The Registrar may, at his discretion, waive these charges
 
120.
to
124.
 
[Deleted by S 880/2005]
 
125.
For supplying electronic extracts of forms filed with the Registrar
$11 per form
126.
For supplying electronic extracts of forms including attachments filed with the Registrar
$26 per form
127.
For supplying company forms filed with the Registrar under the Companies Regulations (Rg 1) before 13th January 2003
$2 per page or part thereof
128.
Application for certification of company forms filed with the Registrar
$2 per page or part thereof
129.
to
141.
 
[Deleted by S 880/2005]
 
[S 718/2011 wef 01/01/2012]
[S 604/2007 wef 05/11/2011]
[5/2004; 21/2005; 42/2005; S19/2003; S75/2004; S193/2004; S262/2004; S57/2005; S880/2005; S55/2006]