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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FIRST SCHEDULE Repealed Written Laws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THIRD SCHEDULE Repealed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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PART III
CONSTITUTION OF COMPANIES
Division 1 — Incorporation
Formation of companies
17.
—(1)  Subject to the provisions of this Act, any person may, whether alone or together with another person, by subscribing his name or their names to a memorandum and complying with the requirements as to registration, form an incorporated company.
[5/2004]
(2)  A company may be —
(a)
a company limited by shares;
(b)
a company limited by guarantee; or
(c)
an unlimited company.
[15/84]
(3)  No company, association or partnership consisting of more than 20 persons shall be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed in pursuance of some other written law in Singapore or letters patent.
(4)  So much of subsection (3) as prohibits the formation of an association or a partnership consisting of more than 20 persons shall not apply to an association or a partnership formed solely or mainly for the purpose of carrying on any profession or calling which under the provisions of any written law may be exercised only by persons who possess the qualifications laid down in such written law for the purpose of carrying on that profession or calling.
[15/84; 4/2004]
(5)  As from 15th August 1984, no company limited by guarantee with a share capital shall be registered under this Act.
[15/84]
(6)  The prohibition referred to in subsection (5) shall not affect a company limited by guarantee which has a share capital and is registered as such before 15th August 1984 and section 38(2) shall continue to apply to a company so registered; but any such company shall, within 2 years of that date, elect to convert and re-register that company either as a company limited by shares or as a company limited by guarantee.
[15/84]
(7)  The conversion of a company referred to in subsection (6) shall be effected by lodging with the Registrar a special resolution determining the conversion of the company from a company limited by guarantee with a share capital to a company limited by shares or to a company limited by guarantee, as the case may be, and altering its memorandum and articles of association to the extent that is necessary to bring them into conformity with the requirements of this Act relating to the memorandum and articles of a company limited by shares or of a company limited by guarantee, as the case may be.
[15/84]
(8)  On compliance by a company with subsection (7) and on the issue by the Registrar of a notice of incorporation of the company in accordance with the special resolution, the company shall be a company limited by shares or a company limited by guarantee, as the case may be.
[15/84; 12/2002]
(9)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate of confirmation of incorporation under his hand and seal.
[12/2002]
[Aust., 1961, s. 14]
Private company
18.
—(1)  A company having a share capital may be incorporated as a private company if its memorandum or articles —
(a)
restricts the right to transfer its shares; and
(b)
limits to not more than 50 the number of its members (counting joint holders of shares as one person and not counting any person in the employment of the company or of its subsidiary or any person who while previously in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company).
[5/2004]
(2)  Where, on 29th December 1967, neither the memorandum nor articles of a company that is a private company by virtue of paragraph (a) ofthe definition of “private company” in section 4(1) contain the restrictions and limitations required by subsection (1) to be included in the memorandum or articles of a company that may be incorporated as a private company, the articles of the company shall be deemed to include each such restriction or limitation that is not so included and a restriction on the right to transfer its shares that is so deemed to be included in its articles shall be deemed to be a restriction that prohibits the transfer of shares except to a person approved by the directors of the company.
[21/2005]
(3)  Where a restriction or limitation deemed to be included in the articles of a company under subsection (2) is inconsistent with any provision already included in the memorandum or articles of the company, that restriction or limitation shall, to the extent of the inconsistency, prevail.
[21/2005]
(4)  A private company may, by special resolution, alter any restriction on the right to transfer its shares included, or deemed to be included, in its memorandum or articles or any limitation on the number of its members included, or deemed to be included, in its memorandum or articles, but not so that the memorandum and articles of the company cease to include the limitation required by subsection (1)(b) to be included in the memorandum or articles of a company that may be incorporated as a private company.
Registration and incorporation
19.
—(1)  A person desiring the incorporation of a company shall —
(a)
submit to the Registrar the memorandum and articles of the proposed company and such other documents as may be prescribed;
(b)
furnish the Registrar with such information as may be prescribed; and
(c)
pay the Registrar the prescribed fee.
[12/2002]
(2)  Either —
(a)
a prescribed person engaged in the formation of the proposed company; or
(b)
a person named in the articles as a director or the secretary of the proposed company,
shall make a declaration to the Registrar that —
(i)
all of the requirements of this Act relating to the formation of the company have been complied with; and
(ii)
he has verified the identities of the subscribers to the memorandum, and of the persons named in the memorandum or articles as officers of the proposed company,
and the Registrar may accept such declaration as sufficient evidence of those matters.
[12/2002; 8/2003]
(3)  Upon receipt of the documents, information and payment referred to in subsection (1) and declaration referred to in subsection (2), the Registrar shall, subject to this Act, register the company by registering its memorandum and articles.
[12/2002]
Notice of incorporation
(4)  On the registration of the memorandum the Registrar shall issue in the prescribed manner a notice of incorporation in the prescribed form stating that the company is, on and from the date specified in the notice, incorporated, and that the company is —
(a)
a company limited by shares;
(b)
a company limited by guarantee; or
(c)
an unlimited company,
as the case may be, and where applicable, that it is a private company.
[15/84; 12/2002]
Effect of incorporation
(5)  On and from the date of incorporation specified in the notice issued under subsection (4) but subject to this Act, the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate by the name contained in the memorandum capable immediately of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act.
[12/2002]
Members of company
(6)  The subscribers to the memorandum shall be deemed to have agreed to become members of the company and on the incorporation of the company shall be entered as members in its register of members, and every other person who agrees to become a member of a company and whose name is entered in its register of members shall be a member of the company.
(7)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate of confirmation of incorporation under his hand and seal.
[12/2002]
[UK, 1948, ss. 12-15, 26; Aust., 1961, s. 16]
Power to refuse registration
20.
—(1)  Without prejudice to the powers of the Registrar under section 12(5), where a memorandum is delivered for registration under section 19, the Registrar shall not register the memorandum unless he is satisfied that all the requirements of this Act in respect of the registration and of all matters precedent and incidental thereto have been complied with.
[15/84]
(2)  Notwithstanding anything in this Act or any rule of law, the Registrar shall refuse to register the memorandum of a proposed company where he is satisfied that —
(a)
the proposed company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or
(b)
it would be contrary to the national security or interest for the proposed company to be registered.
[15/84]
(3)  Any person aggrieved by the decision of the Registrar under subsection (2) may, within 30 days of the date of the decision, appeal to the Minister whose decision shall be final.
[15/84]
Minimum of one member
20A.  A company shall have at least one member.
[5/2004]
[Aust., 2001, s. 114]
Membership of holding company
21.
—(1)  A corporation cannot be a member of a company which is its holding company, and any allotment or transfer of shares in a company to its subsidiary shall be void.
(2)  Subsection (1) shall not apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.
(3)  This section shall not prevent a subsidiary which, on 29th December 1967, is a member of its holding company, from continuing to be a member but, subject to subsection (2), the subsidiary shall have no right to vote at meetings of the holding company or any class of members thereof.
[S 258/67]
(4)  This section shall not prevent a subsidiary from continuing to be a member of its holding company if, at the time when it becomes a subsidiary thereof, it already holds shares in that holding company, but —
(a)
subject to subsection (2), the subsidiary shall have no right to vote at meetings of the holding company or any class of members thereof; and
(b)
the subsidiary shall, within the period of 12 months or such longer period as the Court may allow after becoming the subsidiary of its holding company, dispose of all of its shares in the holding company.
(5)  Subject to subsection (2), subsections (1), (3) and (4) shall apply in relation to a nominee for a corporation which is a subsidiary as if references in those subsections to such a corporation included references to a nominee for it.
(6)  This section shall not operate to prevent the allotment of shares in a holding company to a subsidiary which already lawfully holds shares in the holding company if the allotment is made by way of capitalisation of reserves of the holding company and is made to all members of the holding company on a basis which is in direct proportion to the number of shares held by each member in the holding company.
(7)  Where but for this section a subsidiary would have been entitled to subscribe for shares in the holding company, the holding company may, on behalf of the subsidiary, sell the shares for which the subsidiary would otherwise have been entitled to subscribe.
(8)  In relation to a holding company that is a company limited by guarantee, the reference in this section to shares shall be construed as including a reference to the interest of its members as such, whatever the form of that interest.
[15/84]
[UK, 1948, s. 27; Aust., s. 17]
Requirements as to memorandum
22.
—(1)  The memorandum of every company shall be dated and shall state, in addition to other requirements —
(a)
the name of the company;
(b)
[Act 5 of 2004]
(c)
[Act 21 of 2005]
(d)
if the company is a company limited by shares, that the liability of the members is limited;
(e)
if the company is a company limited by guarantee, that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount;
(f)
if the company is an unlimited company, that the liability of the members is unlimited;
(g)
the full names, addresses and occupations of the subscribers thereto; and
(h)
that such subscribers are desirous of being formed into a company in pursuance of the memorandum and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names.
[12/2002; 5/2004; 21/2005]
(1A)  On 30th January 2006, any provision (or part thereof) then subsisting in the memorandum of any company which states —
(a)
the amount of share capital with which the company proposes to be or is registered; or
(b)
the division of the share capital of the company into shares of a fixed amount,
shall, in so far as it relates to the matters referred to in either or both of paragraphs (a) and (b), be deemed to be deleted.
[21/2005]
(2)  Each subscriber to the memorandum shall, if the company is to have a share capital, make a declaration to the Registrar, either by himself or through a prescribed person authorised by him, as to the number of shares (not being less than one) that he agrees to take.
[12/2002]
(3)  A statement in the memorandum of a company limited by shares that the liability of members is limited shall mean that the liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.
(4)  A copy of the memorandum, duly signed by the subscribers and stating, if the company is to have a share capital, the number of shares that each subscriber has agreed to take, shall be kept at the registered office of the company.
[12/2002]
[Aust., 1961, s. 18]
Division 2 — Powers
Capacity and powers of company
23.
—(1)  Subject to the provisions of this Act and any other written law and its memorandum or articles of association, a company has —
(a)
full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b)
for the purposes of paragraph (a), full rights, powers and privileges.
[5/2004]
(1A)  A company may have the objects of the company included in its memorandum.
[5/2004]
(1B)  The memorandum or articles of association of a company may contain a provision restricting its capacity, rights, powers or privileges.
[5/2004]
[NZ, 1993, s. 16]
Restriction as to power of certain companies to hold lands
(2)  A company formed for the purpose of providing recreation or amusement or promoting commerce, industry, art, science, religion or any other like object not involving the acquisition of gain by the company or by its individual members shall not acquire any land without the approval of the Minister but the Minister may empower any such company to hold lands in such quantity and subject to such conditions as he thinks fit.
[12/2002]
(3)  Notice of a decision of the Minister under subsection (2) shall be given by the Registrar on behalf of the Minister to the company.
[12/2002]
(4)  The decision of the Minister under subsection (2) shall be final and shall not be called in question by any court.
[12/2002]
(5)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate confirming the decision under subsection (2).
[12/2002]
[Aust., 1961, s. 19; NZ, 1993, s. 16]
Power of company to provide for employees on cessation of business
24.
—(1)  The powers of a company shall, if they would not otherwise do so, be deemed to include power to make provision, in connection with any cessation of the whole or any part of the business carried on by the company or any subsidiary of the company, for the benefit of persons employed or formerly employed by the company or its subsidiary.
[10/74]
(2)  Subsection (1) relates only to the capacity of a company as a body corporate and is without prejudice to any provision in a company’s memorandum or articles requiring any exercise of the power mentioned in that subsection to be approved by the company in general meeting or otherwise prescribing the manner in which that power is to be exercised.
[10/74]
Ultra vires transactions
25.
—(1)  No act or purported act of a company (including the entering into of an agreement by the company and including any act done on behalf of a company by an officer or agent of the company under any purported authority, whether express or implied, of the company) and no conveyance or transfer of property, whether real or personal, to or by a company shall be invalid by reason only of the fact that the company was without capacity or power to do such act or to execute or take such conveyance or transfer.
(2)  Any such lack of capacity or power may be asserted or relied upon only in —
(a)
proceedings against the company by any member of the company or, where the company has issued debentures secured by a floating charge over all or any of the company’s property, by the holder of any of those debentures or the trustee for the holders of those debentures to restrain the doing of any act or acts or the conveyance or transfer of any property to or by the company;
(b)
any proceedings by the company or by any member of the company against the present or former officers of the company; or
(c)
any application by the Minister to wind up the company.
[42/2005]
(3)  If the unauthorised act, conveyance or transfer sought to be restrained in any proceedings under subsection (2)(a) is being or is to be performed or made pursuant to any contract to which the company is a party, the Court may, if all the parties to the contract are parties to the proceedings and if the Court considers it to be just and equitable, set aside and restrain the performance of the contract and may allow to the company or to the other parties to the contract, as the case requires, compensation for the loss or damage sustained by either of them which may result from the action of the Court in setting aside and restraining the performance of the contract but anticipated profits to be derived from the performance of the contract shall not be awarded by the Court as a loss or damage sustained.
[Aust., 1961, s. 20]
No constructive notice
25A.  Notwithstanding anything in the memorandum or articles of a company, a person is not affected by, or deemed to have notice or knowledge of the contents of, the memorandum or articles of, or any other document relating to, the company merely because —
(a)
the memorandum, articles or document is registered by the Registrar; or
(b)
the memorandum, articles or document is available for inspection at the registered office of the company.
[5/2004]
[NZ, 1993, s. 19]
General provisions as to alteration of memorandum
26.
—(1)  Unless otherwise provided in this Act, the memorandum of a company may be altered by special resolution.
[5/2004]
(1A)  Subsection (1) is subject to section 26A and to any provision included in the memorandum of a company in accordance with that section.
[5/2004]
(1B)  Notwithstanding subsection (1), a provision contained in the memorandum of a company immediately before 1st April 2004 and which could not be altered under the provisions of this Act in force immediately before that date, may be altered only if all the members of the company agree.
[5/2004]
(2)  In addition to observing and subject to any other provision of this Act requiring the lodging with the Registrar of any resolution of a company or order of the Court or other document affecting the memorandum of a company, the company shall within 14 days after the passing of any such resolution or the making of any such order lodge with the Registrar a copy of such resolution or other document or a copy of such order together with (unless the Registrar dispenses therewith) a copy of the memorandum as altered, and if default is made in complying with this subsection the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[12/2002]
(3)  The Registrar shall register every resolution, order or other document lodged with him under this Act that affects the memorandum of a company and, where an order is so registered, shall issue to the company a notice of the registration of that order.
[12/2002]
(4)  [Act 12 of 2002]
(5)  Notice of the registration shall be published in such manner, if any, as the Court or the Registrar directs.
(6)  The Registrar shall, where appropriate, issue a notice of incorporation in accordance with the alteration made to the memorandum.
[12/2002]
(7)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation in accordance with the alteration made to the memorandum.
[12/2002]
[Aust., 1961, s. 21; UK, Bill, 2002, Clause 20]
Power to entrench provisions of memorandum and articles of company
26A.
—(1)  An entrenching provision may —
(a)
be included in the memorandum or articles with which a company is formed; and
(b)
at any time be inserted in the memorandum or articles of a company only if all the members of the company agree.
[5/2004]
(2)  An entrenching provision may be removed or altered only if all the members of the company agree.
[5/2004]
(3)  The provisions of this Act relating to the alteration of the memorandum or articles of a company are subject to any entrenching provision in the memorandum or articles of a company.
[5/2004]
(4)  In this section, “entrenching provision” means a provision of the memorandum or articles of a company to the effect that other specified provisions of the memorandum or articles —
(a)
may not be altered in the manner provided by this Act; or
(b)
may not be so altered except —
(i)
by a resolution passed by a specified majority greater than 75% (the minimum majority required by this Act for a special resolution); or
(ii)
where other specified conditions are met.
[5/2004]
[UK, Bill, 2002, Clause 21]
Names of companies
27.
—(1)  Except with the consent of the Minister, a company shall not be registered by a name that in the opinion of the Registrar —
(a)
is undesirable;
(b)
is identical to that of any other company, limited liability partnership or corporation, or to a business name; or
(c)
[Act 12 of 2002]
(d)
is a name of a kind that the Minister has directed the Registrar not to accept for registration.
[15/84; 12/2002; 5/2005]
(2)  Notwithstanding anything in this section and section 28 (other than section 28(4)), where the Registrar is satisfied that the company has been registered (whether through inadvertence or otherwise and whether before, on or after 30th January 2006) by a name —
(a)
which is referred to in subsection (1);
(b)
which so nearly resembles the name of another company or corporation or a business name as to be likely to be mistaken for it; or
(c)
the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap. 332),
the Registrar may direct the first-mentioned company to change its name, and the company shall comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.
[21/2005]
(2A)  Any person may apply, in writing, to the Registrar to give a direction to a company under subsection (2) on a ground referred to in that subsection; but the Registrar shall not consider any application to give a direction to a company on the ground referred to in subsection (2)(b) unless the Registrar receives the application within 12 months from the date of incorporation of the company.
[12/2002]
(2B)  If the company fails to comply with subsection (2), the company and its officers shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
[12/2002]
(2C)  The Registrar may, if he is satisfied that the company to which the direction under subsection (2) was given had applied for registration under that name in bad faith, require the company to pay the Registrar such fees as may be prescribed by the Minister, and such fees shall be recoverable as a debt due to the Government.
[12/2002]
(2D)  The Registrar may, by publication in the Gazette, make such rules as he considers appropriate for the purposes of determining the matters referred to in subsections (1) and (2).
[12/2002]
(3)  In this section and section 28, “business name” has the meaning assigned to that expression in the Business Registration Act (Cap. 32).
[15/84; 12/2002]
(4)  For the purpose of subsection (2), the reference to a corporation therein shall include a reference to a corporation whether or not it is registered under Division 2 of Part XI.
[15/84]
(5)  A company aggrieved by the decision of the Registrar under subsection (2) or (2C) may within 30 days of the date of the decision appeal to the Minister whose decision shall be final.
[15/84; 12/2002]
(5A)  For the avoidance of doubt, where the Registrar makes a decision under subsection (2) or the Minister makes a decision under subsection (5), he shall accept as correct any decision of the Court to grant an injunction referred to in subsection (2)(c).
[21/2005]
(6)  The Minister shall cause a direction given by him under subsection (1) to be published in the Gazette.
(7)  Subject to section 29, a limited company shall have either “Limited” or “Berhad” as part of and at the end of its name.
[12/2002]
(8)  A private company shall have the word “Private” or “Sendirian” as part of its name, inserted immediately before the word “Limited” or “Berhad” or, in the case of an unlimited company, at the end of its name.
(9)  It shall be lawful to use and no description of a company shall be deemed inadequate or incorrect by reason of the use of —
(a)
the abbreviation “Pte.” in lieu of the word “Private” or the abbreviation “Sdn.” in lieu of the word “Sendirian” contained in the name of a company;
(b)
the abbreviation “Ltd.” in lieu of the word “Limited” or the abbreviation “Bhd.” in lieu of the word “Berhad” contained in the name of a company; or
(c)
any of such words in lieu of the corresponding abbreviation contained in the name of a company.
(10)  A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as —
(a)
the name of an intended company;
(b)
the name to which a company proposes to change its name; or
(c)
the name under which a foreign company proposes to be registered, either originally or upon change of name.
(11)  A company shall not be registered under section 19(3) and the Registrar shall not approve the change of name of a company under section 28(2) unless the name which it is proposed to be registered or the proposed new name, as the case may be, has been reserved under subsection (12).
[15/84; 12/2002]
(12)  If the Registrar is satisfied as to the bona fides of the application and that the proposed name is a name by which the intended company, company or foreign company could be registered —
(a)
without contravention of subsection (1) in the case of a company (whether originally or upon change of name); and
(b)
without contravention of section 378 in the case of a foreign company (whether originally or upon change of name),
he shall reserve the proposed name for a period of 2 months from the date of the lodging of the application.
[22/93]
(13)  If, at any time during a period for which a name is reserved, application is made to the Registrar for an extension of that period and the Registrar is satisfied as to the bona fides of the application, he may extend that period for a further period of 2 months.
(14)  During a period for which a name is reserved, no company (other than the intended company or company in respect of which the name is reserved) shall be registered under this Act, whether originally or upon change of name, under the reserved name.
[22/93; 12/2002]
(15)  The reservation of a name under this section in respect of an intended company, company or foreign company does not in itself entitle the intended company, company or foreign company to be registered by that name, either originally or upon change of name.
[UK, 1948, s. 17; Aust., 1961, s. 22]
Change of name
28.
—(1)  A company may by special resolution resolve that its name should be changed to a name by which the company could have been registered without contravention of section 27(1).
(2)  If the Registrar approves the name which the company has resolved should be its new name, he shall register the company under the new name and issue to the company a notice of incorporation of the company under the new name and, upon the issue of such notice, the change of name shall become effective.
[12/2002]
(3)  If the name of a company is, whether through inadvertence or otherwise or whether originally or by a change of name —
(a)
a name by which the company could not be registered without contravention of section 27(1);
(b)
a name that so nearly resembles the name of another company or corporation or a business name as to be likely to be mistaken for it; or
(c)
a name the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap. 332),
the company may by special resolution change its name to a name that is not referred to in paragraph (a), (b) or (c) and, if the Registrar so directs, shall so change it within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.
[21/2005]
(3A)  Any person may apply in writing to the Registrar to give a direction to a company under subsection (3) on a ground referred to in that subsection; but the Registrar shall not consider any application to give a direction to a company on the ground referred to in subsection (3)(b) unless the Registrar receives the application within 12 months from the date of change of name of the company.
[12/2002]
(3B)  If the company fails to comply with subsection (3), the company and its officers shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
[12/2002]
(3C)  The Registrar may, if he is satisfied that the company to which the direction under subsection (3) was given had applied for registration under the name first-mentioned in that subsection in bad faith, require the company to pay the Registrar such fees as may be prescribed by the Minister, and such fees shall be recoverable as a debt due to the Government.
[21/2005]
(3D)  A company aggrieved by the decision of the Registrar under subsection (3) or (3C) may within 30 days of the date of the decision appeal to the Minister whose decision shall be final.
[21/2005]
(3E)  For the avoidance of doubt, where the Registrar makes a decision under subsection (3) or the Minister makes a decision under subsection (3D), he shall accept as correct any decision of the Court to grant an injunction referred to in subsection (3)(c).
[21/2005]
(4)  Where the name of a company incorporated pursuant to any corresponding previous written law has not been changed since 29th December 1967, the Registrar shall not, except with the approval of the Minister, exercise his power under subsection (3) to direct the company to change its name.
[S 258/67]
(5)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company under the new name.
[12/2002]
(6)  A change of name pursuant to this Act shall not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced by or against it by its former name may be continued or commenced by or against it by its new name.
[UK, 1948, s. 18; Aust., 1961, s. 23]
Omission of “Limited” or “Berhad” in name of charitable and other companies
29.
—(1)  Where it is proved to the satisfaction of the Minister that a proposed limited company is being formed for the purpose of providing recreation or amusement or promoting commerce, industry, art, science, religion, charity, pension or superannuation schemes or any other object useful to the community, that it has some basis of national or general public interest and that it is in a financial position to carry out the objects for which it is to be formed and will apply its profits (if any) or other income in promoting its objects and will prohibit the payment of any dividend to its members, the Minister may (after requiring, if he thinks fit, the proposal to be advertised in such manner as he directs either generally or in a particular case) approve that it be registered as a company with limited liability without the addition of the word “Limited” or “Berhad” to its name, and the company may be registered accordingly.
[12/2002]
(2)  Where it is proved to the satisfaction of the Minister —
(a)
that the objects of a limited company are restricted to those specified in subsection (1) and to objects incidental or conducive thereto;
(b)
that the company has some basis of national or general public interest;
(c)
that the company is in a financial position to carry out the objects for which it was formed; and
(d)
that by its constitution the company is required to apply its profits, if any, or other income in promoting its objects and is prohibited from paying any dividend to its members,
the Minister may grant his approval to the company to change its name to a name which does not contain the word “Limited” or “Berhad”, being a name approved by the Registrar.
[12/2002]
(3)  The Minister may grant his approval on such conditions as the Minister thinks fit, and those conditions shall be binding on the company and shall, if the Minister so directs, be inserted in the memorandum or articles of the company and the memorandum or articles may by special resolution be altered to give effect to any such direction.
[12/2002]
(4)  Where the memorandum or articles of a company include, as a result of a direction of the Minister given pursuant to subsection (3) or pursuant to any corresponding previous written law, a provision that the memorandum or articles shall not be altered except with the consent of the Minister, the company may, with the consent of the Minister, by special resolution alter any provision of the memorandum or articles.
(5)  A company shall, while an approval granted under this section to it is in force, be exempted from complying with the provisions of this Act relating to the use of the word “Limited” or “Berhad” as any part of its name.
[12/2002]
(6)  Any approval granted under this section may at any time be revoked by the Minister and, upon revocation, the Registrar shall enter the word “Limited” or “Berhad” at the end of the name of the company in the register, and the company shall thereupon cease to enjoy the exemption granted by reason of the approval under this section but before the approval is so revoked the Minister shall give to the company notice in writing of his intention and shall afford it an opportunity to be heard.
[12/2002]
(7)  Where the approval of the Minister under this section is revoked, the memorandum or articles of the company may be altered by special resolution so as to remove any provision in or to the effect that the memorandum or articles may be altered only with the consent of the Minister.
[12/2002; 5/2004]
(8)  Notice of any approval under this section shall be given by the Registrar on behalf of the Minister to the company or proposed limited company.
[12/2002]
(9)  Upon the application of the company or proposed limited company and payment of the prescribed fee, the Registrar shall issue to the company or proposed limited company a certificate confirming the approval under this section.
[12/2002]
[UK, 1948, s. 19; Aust., 1961, s. 24]
Registration of unlimited company as limited company, etc.
30.
—(1)  Subject to this section —
(a)
an unlimited company may convert to a limited company if it was not previously a limited company that became an unlimited company in pursuance of paragraph (b); and
(b)
a limited company may convert to an unlimited company if it was not previously an unlimited company that became a limited company in pursuance of paragraph (a) or any corresponding previous written law.
[15/84]
(2)  Where a company applies to the Registrar for a change of status as provided by subsection (1) and, subject to section 33(8) and (9) as applied by subsection (7), lodges with the application the prescribed documents relating to the application, the Registrar shall, upon registration of such prescribed documents so lodged as are registrable under this Act, issue to the company a notice of incorporation —
(a)
appropriate to the change of status applied for; and
(b)
specifying, in addition to the particulars prescribed in respect of a notice of incorporation of a company of that status, that the notice is issued in pursuance of this section,
and, upon the issue of such a notice of incorporation, the company shall be deemed to be a company having the status specified therein.
[15/84; 12/2002]
(3)  Where the status of a company is changed in pursuance of this section, notice of the change of status shall be published in such manner, if any, as the Registrar may direct.
[15/84]
(3A)  Upon the application of the company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company with the new status.
[12/2002]
(4)  In subsection (2), “prescribed documents”, in relation to an application referred to in that subsection, means —
(a)
a copy of a special resolution of the company —
(i)
resolving to change the status of the company and specifying the status sought;
(ii)
making such alterations to the memorandum of the company as are necessary to bring the memorandum into conformity with the requirements of this Act relating to the memorandum of a company of the status sought;
(iii)
making — where the company has registered articles — such alterations and additions to the articles, if any, as are necessary to bring the articles into conformity with the requirements of this Act relating to the articles of a company of the status sought;
(iv)
adopting — where the company has no registered articles — such articles, if any, as are required by this Act to be registered in respect of a company of the status sought or are proposed by the company as the registered articles of the company upon the change in its status; and
(v)
changing the name of the company to a name by which it could be registered if it were a company of the status sought;
(b)
where, by a special resolution referred to in paragraph (a), the memorandum of the company is altered or the articles of the company are altered or added to, or articles are adopted by the company — a copy of the memorandum as altered, the articles as altered or added to, or the articles adopted, as the case may be; and
(c)
in the case of an application by a limited company to convert to an unlimited company —
(i)
the prescribed form of assent to the application subscribed by or on behalf of all the members of the company; and
(ii)
a declaration by or on behalf of a director or the secretary of the company, or a prescribed person authorised by the company, verifying that the persons by whom or on whose behalf such a form of assent is subscribed constitute the whole membership of the company and, if a member has not subscribed the form himself, that the director, secretary or prescribed person making the declaration has taken all reasonable steps to satisfy himself that each person who subscribed the form was lawfully empowered to do so.
[15/84; 12/2002]
(5)  Section 26(2) to (6) shall not apply to or in relation to an application under this section or to any prescribed documents in relation to the application.
[15/84]
(6)  A special resolution passed for the purposes of an application under this section shall take effect only upon the issue under this section of a notice of incorporation of the company to which the resolution relates.
[15/84; 12/2002]
(7)  With such modifications as may be necessary, section 33 (except subsection (1) thereof) applies to and in respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special resolution relating to a change of status as if it were a special resolution under that section.
[15/84]
(8)  A change in the status of a company in pursuance of this section does not operate —
(a)
to create a new legal entity;
(b)
to prejudice or affect the identity of the body corporate constituted by the company or its continuity as a body corporate;
(c)
to affect the property, or the rights or obligations, of the company; or
(d)
to render defective any legal proceedings by or against the company,
and any legal proceedings that could have been continued or commenced by or against it prior to the change in its status may, notwithstanding the change in its status, be continued or commenced by or against it after the change in its status.
[15/84]
Change from public to private company
31.
—(1)  A public company having a share capital may convert to a private company by lodging with the Registrar a copy of a special resolution —
(a)
determining to convert to a private company and specifying an appropriate alteration to its name; and
(b)
altering the provisions of its memorandum or articles so far as is necessary to impose the restrictions and limitations referred to in section 18(1).
[5/2004]
Change from private to public company
(2)  A private company may, subject to its memorandum or articles, convert to a public company by lodging with the Registrar —
(a)
a copy of a special resolution determining to convert to a public company and specifying an appropriate alteration to its name;
(b)
a statement in lieu of prospectus; and
(c)
a declaration in the prescribed form verifying that section 61(2)(b) has been complied with,
and thereupon the restrictions and limitations referred to in section 18(1) as included in or deemed to be included in the memorandum or articles of such company shall cease to form part of the memorandum or articles.
[12/2002; 5/2004]
(3)  On compliance by a company with subsection (1) or (2) and on the issue of a notice of incorporation altered accordingly the company shall be a private company or a public company (as the case requires).
[12/2002]
(3A)  The company shall, within one month of the issue of the notice of incorporation referred to in subsection (3), lodge with the Registrar in the prescribed form a list of persons holding shares in the company.
[12/2002]
(4)  A conversion of a company pursuant to subsection (1) or (2) shall not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that could have been continued or commenced by or against it prior to the conversion may, notwithstanding any change in the company’s name or capacity in consequence of the conversion, be continued or commenced by or against it after the conversion.
(5)  Upon the application of the company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company with the new status.
[12/2002]
[Aust., 1961, s. 26]
Default in complying with requirements as to private companies
32. —(1)  [Act 5 of 2004]
(2)  Where —
(a)
default has been made in relation to a private company in complying with a limitation of a kind specified in section 18(1)(b) that is included, or is deemed to be included in the memorandum or articles of the company;
(b)
[Act 5 of 2004]
(c)
the memorandum or articles of a private company have been so altered that they no longer include restrictions or limitations of the kinds specified in section 18(1); or
(d)
a private company has ceased to have a share capital,
the Registrar may by notice served on the company determine that, on such date as is specified in the notice, the company ceased to be a private company.
[5/2004]
(3)  Where, under this section, the Court or the Registrar determines that a company has ceased to be a private company —
(a)
the company shall be a public company and shall be deemed to have been a public company on and from the date specified in the order or notice;
(b)
the company shall, on the date so specified be deemed to have changed its name by the omission from its name of the word “Private” or the word “Sendirian”, as the case requires; and
(c)
the company shall, within a period of 14 days after the date of the order or the notice, lodge with the Registrar —
(i)
a statement in lieu of prospectus; and
(ii)
a declaration in the prescribed form verifying that section 61(2)(b) has been complied with.
[12/2002; 21/2005]
(4)  Where the Court is satisfied that a default or alteration referred to in subsection (2) has occurred but that it was accidental or due to inadvertence or to some other sufficient cause or that on other grounds it is just and equitable to grant relief, the Court may, on such terms and conditions as to the Court seem just and expedient, determine that the company has not ceased to be a private company.
[5/2004]
(5)  A company that, by virtue of a determination made under this section, has become a public company shall not convert to a private company without the leave of the Court.
(6)  If default is made in complying with subsection (3)(c), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
[15/84]
(7)  [Act 5 of 2004]
(8)  Where default is made in relation to a private company in complying with any restriction or limitation of a kind specified in section 18(1) that is included, or deemed to be included, in the memorandum or articles of the company, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.
[15/84; 5/2004]
[UK, 1948, s. 29; Aust., 1961, s. 27]
Alterations of objects in memorandum
33.
—(1)  Subject to this section, a company may by special resolution alter the provisions of its memorandum with respect to the objects of the company, if any.
[5/2004]
(2)  Where a company proposes to alter its memorandum, with respect to the objects of the company, it shall give by post 21 days’ written notice specifying the intention to propose the resolution as a special resolution and to submit it for passing to a meeting of the company to be held on a day specified in the notice.
(3)  The notice shall be given to all members, and to all trustees for debenture holders and, if there are no trustees for any class of debenture holders, to all debenture holders of that class whose names are, at the time of the posting of the notice, known to the company.
(4)  The Court may in the case of any person or class of persons for such reasons as to it seem sufficient dispense with the notice required by subsection (2).
(5)  If an application for the cancellation of an alteration is made to the Court in accordance with this section by —
(a)
the holders of not less in the aggregate than 5% of the total number of issued shares of the company or any class of those shares or, if the company is not limited by shares, not less than 5% of the company’s members; or
(b)
the holders of not less than 5% in nominal value of the company’s debentures,
the alteration shall not have effect except so far as it is confirmed by the Court.
[10/74; 21/2005]
(5A)  For the purposes of subsection (5), any of the company’s issued share capital held as treasury shares shall be disregarded.
[21/2005]
(6)  The application shall be made within 21 days after the date on which the resolution altering the company’s objects was passed, and may be made on behalf of the persons entitled to make the application by such one or more of their number as they appoint in writing for the purpose.
(7)  On the application, the Court —
(a)
shall have regard to the rights and interests of the members of the company or of any class of them as well as to the rights and interests of the creditors;
(b)
may if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase (otherwise than by the company) of the interests of dissentient members;
(c)
may give such directions and make such orders as it thinks expedient for facilitating or carrying into effect any such arrangement; and
(d)
may make an order cancelling the alteration or confirming the alteration either wholly or in part and on such terms and conditions as it thinks fit.
(8)  Notwithstanding any other provision of this Act, a copy of a resolution altering the objects of a company shall not be lodged with the Registrar before the expiration of 21 days after the passing of the resolution, or if any application to the Court has been made, before the application has been determined by the Court, whichever is the later.
(9)  A copy of the resolution shall be lodged with the Registrar by the company within 14 days after the expiration of the 21 days referred to in subsection (8), but if an application has been made to the Court in accordance with this section, the copy shall be lodged with the Registrar together with a copy of the order of the Court within 14 days after the application has been determined by the Court.
[12/2002]
(10)  On compliance by a company with subsection (9), the alteration, if any, of the objects shall take effect.
(11)  For the avoidance of doubt, a reference in this section to the alteration of any provision of the memorandum of a company or the alteration of the objects of a company includes the removal of that provision or of all or any of those objects.
[5/2004]
[UK, 1948, s. 5; UK, Treasury Shares, Sch., para. 1; Aust., 1961, s. 28]
Alteration of memorandum by company pursuant to repeal and re-enactment of sections 10 and 14 of Residential Property Act
34.
—(1)  Where the memorandum of a company contains any of the provisions referred to in section 10(1) of the Residential Property Act (Cap. 274) in force immediately before 31st March 2006, the company may, be special resolution, amend its memorandum to remove that provision.
[9/2006]
(2)  Where the memorandum of a company contains a provision to the effect that its memorandum or articles of association shall not be altered to remove any of the provisions referred to in section 10(1) of the Residential Property Act in force immediately before 31st March 2006 except in accordance with the requirements of that Act —
(a)
that provision shall cease to have effect as from that date; and
(b)
the company may, by special resolution, amend its memorandum to remove that provision.
[9/2006]
Articles of association
35.
—(1)  There may in the case of a company limited by shares and there shall in the case of a company limited by guarantee or an unlimited company be registered with the memorandum, articles signed by the subscribers to the memorandum prescribing regulations for the company.
[15/84]
(2)  Articles shall comply with such requirements as may be prescribed.
[12/2002]
(3)  [Act 21 of 2005]
(4)  In the case of an unlimited company or a company limited by guarantee the articles shall state the number of members with which the company proposes to be registered.
[15/84]
(5)  Where a company to which subsection (4) applies changes the number of its members so that it is different from the registered number, the company shall, within 14 days after the date on which the change was resolved or took place, lodge with the Registrar notice of the change in the prescribed form.
[12/2002]
(6)  Every company which makes default in complying with subsection (5) and every officer of the company who is in default in complying with that subsection shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
[15/84]
[UK, 1948, ss. 6, 7; Aust., 1961, s. 29]
Adoption of Table A in Fourth Schedule
36.
—(1)  Articles may adopt all or any of the regulations contained in Table A.
(2)  In the case of a company limited by shares incorporated after 29th December 1967, if articles are not registered, or if articles are registered then, in so far as the articles do not exclude or modify the regulations contained in Table A, those regulations shall so far as applicable be the articles of the company in the same manner and to the same extent as if they were contained in registered articles.
[S 258/67]
[UK, 1948, s. 8; Aust., 1961, s. 30]
Alteration of articles
37.
—(1)  Subject to this Act (in particular section 26A and any provision included in its articles in accordance with that section) and to any conditions in its memorandum, a company may by special resolution alter or add to its articles.
[5/2004]
(2)  Any alteration or addition so made in the articles shall, subject to this Act, on and from the date of the special resolution or such later date as is specified in the resolution, be as valid as if originally contained therein and be subject in like manner to alteration by special resolution.
(3)  Subject to this section, any company shall have the power and shall be deemed always to have had the power to amend its articles by the adoption of all or any of the regulations contained in Table A, by reference only to the regulations in that Table or to the numbers of particular regulations contained therein, without being required in the special resolution effecting the amendment to set out the text of the regulations so adopted.
[UK, 1948, s. 10; Aust., 1961, s. 31]
As to memorandum and articles of companies limited by guarantee
38.
—(1)  In the case of a company limited by guarantee, every provision in the memorandum or articles or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company, otherwise than as a member, shall be void.
[15/84]
(2)  For the purposes of the provisions of this Act relating to the memorandum of a company limited by guarantee and of this section, every provision in the memorandum or articles or in any resolution of a company limited by guarantee purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital notwithstanding that the number of the shares or interests is not specified thereby.
[21/2005]
[UK, 1948, s. 21; Aust., 1961, s. 32]
Effect of memorandum and articles
39.
—(1)  Subject to this Act, the memorandum and articles shall when registered bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the memorandum and of the articles.
(2)  All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company.
As to effect of alterations on members who do not consent
(3)  Notwithstanding anything in the memorandum or articles of a company, no member of the company, unless either before or after the alteration is made he agrees in writing to be bound thereby, shall be bound by an alteration made in the memorandum or articles after the date on which he became a member so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made or in any way increases his liability as at that date to contribute to the share capital of or otherwise to pay money to the company.
[UK, 1948, ss. 20, 22; Aust., 1961, s. 33]
Copies of memorandum and articles
40.
—(1)  A company shall, on being so required by any member, send to him a copy of the memorandum and of the articles, if any, subject to payment of $5 or such lesser sum as is fixed by the directors.
(2)  Where an alteration is made in the memorandum or articles of a company, a copy of the memorandum or articles shall not be issued by the company after the date of alteration unless —
(a)
the copy is in accordance with the alteration; or
(b)
a printed copy of the order or resolution making the alteration is annexed to the copy of the memorandum or articles and the particular clauses or articles affected are indicated in ink.
(3)  [1
1  Subsection (3) of section 40 is omitted from the 2006 Ed., being obsolete by virtue of the amendment to section 186 of the 1994 Ed. by the Companies (Amendment) Act 2003 (Act 8 of 2003).
]
(4)  If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence.
[UK, 1948, ss. 24, 25; Aust., 1961, s. 34]
Ratification by company of contracts made before incorporation
41.
—(1)  Any contract or other transaction purporting to be entered into by a company prior to its formation or by any person on behalf of a company prior to its formation may be ratified by the company after its formation and thereupon the company shall become bound by and entitled to the benefit thereof as if it had been in existence at the date of the contract or other transaction and had been a party thereto.
[10/74; 13/87]
(2)  Prior to ratification by the company the person or persons who purported to act in the name or on behalf of the company shall in the absence of express agreement to the contrary be personally bound by the contract or other transaction and entitled to the benefit thereof.
Form of contract
(3)  Contracts on behalf of a corporation may be made as follows:
(a)
a contract which if made between private persons would by law be required to be in writing under seal may be made on behalf of the corporation in writing under the common seal of the corporation;
(b)
a contract which if made between private persons would by law be required to be in writing signed by the parties to be charged therewith may be made on behalf of the corporation in writing signed by any person acting under its authority, express or implied;
(c)
a contract which if made between private persons would by law be valid although made by parol only (and not reduced into writing) may be made by parol on behalf of the corporation by any person acting under its authority, express or implied,
and any contract so made shall be effectual in law and shall bind the corporation and its successors and all other parties thereto and may be varied or discharged in the manner in which it is authorised to be made.
[UK, 1948, s. 32 (1) and (2); Aust., 1961, s. 35 (1)]
Authentication of documents
(4)  A document or proceeding requiring authentication by a corporation may be signed by an authorised officer of the corporation and need not be under its common seal.
[UK, 1948, s. 36; Aust., 1961, s. 35 (2)]
Execution of deeds
(5)  A corporation may by writing under its common seal empower any person, either generally or in respect of any specified matters, as its agent or attorney to execute deeds on its behalf and a deed signed by such an agent or attorney on behalf of the corporation and under his seal, or, subject to subsection (7), under the appropriate official seal of the corporation shall bind the corporation and have the same effect as if it were under its common seal.
[UK, 1948, s. 34; Aust., 1961, s. 35 (3)]
(6)  The authority of any such agent or attorney shall as between the corporation and any person dealing with him continue during the period, if any, mentioned in the instrument conferring the authority, or if no period is therein mentioned then until notice of the revocation or determination of his authority has been given to the person dealing with him.
[UK, 1948, s. 35 (4); Aust., 1961, s. 35 (4)]
Official seal for use abroad
(7)  A corporation whose objects require or comprise the transaction of business outside Singapore may, if authorised by its articles, have for use in any place outside Singapore an official seal, which shall be a facsimile of the common seal of the corporation with the addition on its face of the name of the place where it is to be used and the person affixing any such official seal shall, in writing under his hand, certify on the instrument to which it is affixed the date on which and the place at which it is affixed.
[Aust., 1961, s. 35 (5)]
Authority of agent of a corporation need not be under seal, unless seal required by law of foreign state
(8)  The fact that a power of attorney or document of authorisation given to or in favour of the donee of the power or agent of a corporation is not under seal shall not, if such power of attorney or document of authorisation is valid as a power of attorney or document of authorisation in accordance with the laws of the country under which such corporation is incorporated, affect for any purpose intended to be effected in Singapore the validity or effect of any instrument under seal executed on behalf of that corporation by such donee of the power or agent, which shall for all such purposes whatsoever be as valid as if such authority had been under seal.
[13/87]
Retrospective application
(9)  Subsection (8) shall also apply to every instrument under seal executed before 15th May 1987 on behalf of any corporation by a donee of a power or an agent of that corporation whose authority was not under seal.
[13/87]
Prohibition of carrying on business with fewer than statutory minimum of members
42.  [Act 5 of 2004]
Company or foreign company with a charitable purpose which contravenes the Charities Act or regulations made thereunder may be wound up or struck off the register
42A.
—(1)  This section shall apply to a company or a foreign company —
(a)
that is registered under the Charities Act (Cap. 37); or
(b)
that has as its sole object or one of its principal objects a charitable purpose connected with persons, events or objects outside Singapore.
[22/93]
(2)  A company or foreign company to which this section applies that is convicted of an offence under the Charities Act or any regulations made thereunder shall be deemed to be a company or foreign company, as the case may be, that is being used for purposes prejudicial to public welfare and may be liable, in the case of a company, to be wound up by the Court under section 254(1)(m) or, in the case of a foreign company, to have its name struck off the register by the Registrar under section 377(8).
[22/93]
(3)  In this section, “charitable purpose” means any charitable purpose or object or any other religious, public or social purpose or object, whether or not charitable under the law of Singapore.
[22/93]