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Contents

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FIRST SCHEDULE Repealed Written Laws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THIRD SCHEDULE Repealed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 A Regulations 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

 
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Disqualification of unfit directors of insolvent companies
149.
—(1)  The Court may —
(a)
on the application of the Minister or the Official Receiver as provided for in subsection (9)(a); and
(b)
on being satisfied as to the matters referred to in subsection (2),
make an order disqualifying a person specified in the order from being a director or in any way, whether directly or indirectly, being concerned in, or take part in, the management of a company during such period not exceeding 5 years after the date of the order as is specified in the order (referred to in this section as a disqualification order).
[13/87]
(2)  The Court shall make a disqualification order under subsection (1) if it is satisfied that —
(a)
the person against whom the order is sought has been given not less than 14 days’ notice of the application; and
(b)
the person —
(i)
is or has been a director of a company which has at any time gone into liquidation (whether while he was a director or within 3 years of his ceasing to be a director) and was insolvent at that time; and
(ii)
that his conduct as director of that company either taken alone or taken together with his conduct as a director of any other company or companies makes him unfit to be a director of or in any way, whether directly or indirectly, be concerned in, or take part in, the management of a company.
(3)  If in the case of a person who is or has been a director of a company which is —
(a)
being wound up by the Court, it appears to the Official Receiver or to the liquidator (if he is not the Official Receiver); or
(b)
being wound up otherwise than as mentioned in paragraph (a), it appears to the liquidator,
that the conditions mentioned in subsection (2)(b) are satisfied as respects that person, the Official Receiver or the liquidator, as the case may be, shall immediately report the matter to the Minister.
(4)  The Minister may require the Official Receiver or the liquidator or the former liquidator of a company —
(a)
to furnish him with such information with respect to any person’s conduct as a director of the company; and
(b)
to produce and permit inspection of such books, papers and other records relevant to that person’s conduct as such a director,
as the Minister may reasonably require for the purpose of determining whether to exercise, or of exercising, any of his functions under this section; and if default is made in complying with that requirement the Court may, on the application of the Minister, make an order requiring that person to make good the default within such time as is specified in the order.
(5)  For the purposes of this section —
(a)
a company has gone into liquidation —
(i)
if it is wound up by the Court, on the date of the filing of the winding up application;
(ii)
where a provisional liquidator was appointed under section 291(1), at the time when the declaration made under that subsection was lodged with the Registrar; and
(iii)
in any other case, on the date of the passing of the resolution for the voluntary winding up; and
(b)
a company was insolvent at the time it has gone into liquidation if it was unable to pay its debts, within the meaning of that expression in section 254(2),
and references in this section to a person’s conduct as a director of any company or companies include, where any of those companies have become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency of that company.
[42/2005]
(6)  In deciding whether a person’s conduct as a director of any particular company or companies make him unfit to be concerned in, or take part in, the management of a company as is mentioned in subsection (2)(b), the Court shall in relation to his conduct as a director of that company or, as the case may be, each of those companies have regard, generally to the matters referred to in paragraph (a), and, in particular, to the matters referred to in paragraph (b), notwithstanding that the director has not been convicted or may be criminally liable in respect of any of these matters —
(a)
(i)
as to whether there has been any misfeasance or breach of any fiduciary or other duty by the director in relation to the company;
(ii)
as to whether there has been any misapplication or retention by the director of, or any conduct by the director giving rise to an obligation to account for, any money or other property of the company;
(iii)
as to the extent of the director’s responsibility for any failure by the company to comply with sections 138, 190, 191, 197, 199 and 201; and
(b)
(i)
as to the extent of the director’s responsibility for the causes of the company becoming insolvent;
(ii)
as to the extent of the director’s responsibility for any failure by the company to supply any goods or services which have been paid for (in whole or in part);
(iii)
as to the extent of the director’s responsibility for the company entering into any transaction liable to be set aside under section 259;
(iv)
as to whether the causes of the company becoming insolvent are attributable to its carrying on business in a particular industry where the risk of insolvency is generally recognised to be higher.
(7)  The Minister may, by notification in the Gazette, add to, vary or amend the matters referred to in subsection (6) and that notification may contain such transitional provisions as may appear to the Minister to be necessary or expedient.
(8)  In this section, “company” includes a corporation and a foreign company but does not include a partnership or association to which Division 5 of Part X applies.
[8/2003]
(9)  (a)  In the case of a person who is or has been a director of a company which has gone into liquidation and is being wound up by the Court, an application under this section shall be made by the Official Receiver but in any other case an application shall be made by the Minister.
(b)
On a hearing of an application under this section —
(i)
the Minister or the Official Receiver, as the case may be, shall appear and call the attention of the Court to any matter which appears to him to be relevant (and for this purpose the Minister may be represented) and may give evidence or call witnesses; and
(ii)
the person against whom an order is sought may appear and himself give evidence or call witnesses.
(10)  This section shall not apply unless the company mentioned in subsection (2)(b) has gone into insolvent liquidation on or after 15th August 1984 and the conduct to which the Court shall have regard shall not include conduct as a director of a company that has gone into liquidation before that date.
(11)  A person who acts as judicial manager, receiver or receiver manager shall not be liable to have a disqualification order made against him in respect of acts done in his capacity as judicial manager, receiver or receiver manager, as the case may be.
[40/89]
(12)  Any person who acts in contravention of a disqualification order made under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(13)  Nothing in this section shall prevent a person who is disqualified pursuant to an order made under subsection (1) from applying for leave of the Court to be concerned in or take part in the management of a company.
[40/89]
(14)  On the hearing of an application made under subsection (13) or (15), the Minister or the Official Receiver shall appear (and for this purpose the Minister may be represented) and call attention of the Court to any matter which appears to him to be relevant to the application and may himself give evidence or call witnesses.
[40/89]
(15)  Any right to apply for leave of the Court to be concerned or take part in the management of a company that was subsisting immediately before 23rd March 1990 shall, after that date, be treated as subsisting by virtue of the corresponding provision made under this section.
[40/89]