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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FIRST SCHEDULE Repealed Written Laws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THIRD SCHEDULE Repealed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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On 21/05/2013, you requested for the version in force on 21/05/2013 incorporating all amendments published on or before 21/05/2013. The closest version currently available is that of 18/04/2013.
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Interpretation of this Division
366.
—(1)  In this Division, unless the contrary intention appears —
“agent” means the person named in a memorandum of appointment or power of attorney lodged under section 368(1)(e) or 370(6) or under any corresponding previous written law;
“carrying on business” includes administering, managing or otherwise dealing with property situated in Singapore as an agent, legal personal representative, or trustee, whether by employees or agents or otherwise, and “to carry on business” has a corresponding meaning.
[8/2003]
(2)  Notwithstanding subsection (1), a foreign company shall not be regarded as carrying on business in Singapore for the reason only that in Singapore it —
(a)
is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute;
(b)
holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs;
(c)
maintains any bank account;
(d)
effects any sale through an independent contractor;
(e)
solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore;
(f)
creates evidence of any debt or creates a charge on movable or immovable property;
(g)
secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts;
(h)
conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time;
(i)
invests any of its funds or holds any property;
(j)
establishes a share transfer or share registration office in Singapore; or
(k)
effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore, established under the Monetary Authority of Singapore Act (Cap. 186), under an arrangement approved by the Authority.
[38/98; 8/2003]