—(1) In this section and section 216B —
“company” means a company other than a company that is listed on the securities exchange in Singapore;
“complainant” means —
any member of a company;
the Minister, in the case of a declared company under Part IX; or
any other person who, in the discretion of the Court, is a proper person to make an application under this section.
(2) Subject to subsection (3), a complainant may apply to the Court for leave to bring an action in the name and on behalf of the company or intervene in an action to which the company is a party for the purpose of prosecuting, defending or discontinuing the action on behalf of the company.
(3) No action may be brought and no intervention in an action may be made under subsection (2) unless the Court is satisfied that —
the complainant has given 14 days’ notice to the directors of the company of his intention to apply to the Court under subsection (2) if the directors of the company do not bring, diligently prosecute or defend or discontinue the action;
the complainant is acting in good faith; and
it appears to be prima facie in the interests of the company that the action be brought, prosecuted, defended or discontinued.
(4) Where a complainant on an application can establish to the satisfaction of the Court that it is not expedient to give notice as required in subsection (3)(a), the Court may make such interim order as it thinks fit pending the complainant giving notice as required.
(5) In granting leave under this section, the Court may make such orders or interim orders as it thinks fit in the interests of justice, including (but not limited to) the following:
an order authorising the complainant or any other person to control the conduct of the action;
an order giving directions for the conduct of the action; and
an order requiring the company to pay reasonable legal fees and disbursements incurred by the complainant in connection with the action.
(6) Where the action has been commenced or is to be brought in the State Courts, an application for leave under subsection (2) shall be made in a District Court.
[Canada, 1985, ss. 238-240]