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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FIRST SCHEDULE Repealed Written Laws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THIRD SCHEDULE Repealed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 20/12/2014, you requested the version as published on or before 20/12/2014.
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Company may acquire its own shares
76B.
—(1)  Notwithstanding section 76, a company may, in accordance with this section and sections 76C to 76G, purchase or otherwise acquire shares issued by it if it is expressly permitted to do so by its articles.
[38/98; 36/2000]
(2)  This section and sections 76C to 76G shall apply to ordinary shares, stocks and preference shares.
[36/2000]
(3)  The total number of ordinary shares and stocks in any class that may be purchased or acquired by a company during the relevant period shall not exceed 10% (or such other percentage as the Minister may by notification prescribe) of the total number of ordinary shares and stocks of the company in that class ascertained —
(a)
as at the date of the last annual general meeting of the company held before any resolution passed pursuant to section 76C, 76D, 76DA or 76E; or
(b)
as at the date of such resolution,
whichever is the higher, unless —
(i)
the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or
(ii)
the Court has, at any time during the relevant period, made an order under section 78I confirming the reduction of share capital of the company.
[21/2005]
(3A)  Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of ordinary shares and stocks of the company in any class shall, notwithstanding subsection (3)(a) and (b), be taken to be the total number of ordinary shares and stocks of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be.
[21/2005]
(3B)  The total number of preference shares in any class which are not redeemable under section 70 that may be purchased or acquired by a company during the relevant period shall not exceed 10% (or such other percentage as the Minister may by notification prescribe) of the total number of non-redeemable preference shares of the company in that class ascertained —
(a)
as at the date of the last annual general meeting of the company held before any resolution passed pursuant to section 76C, 76D, 76DA or 76E; or
(b)
as at the date of such resolution,
whichever is the higher, unless —
(i)
the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or
(ii)
the Court has, at any time during the relevant period, made an order under section 78I confirming the reduction of share capital of the company.
[21/2005]
(3C)  Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of non-redeemable preference shares of the company in any class shall, notwithstanding subsection (3B)(a) and (b), be taken to be the total number of non-redeemable preference shares of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be.
[21/2005]
(3D)  There shall be no limit on the number of redeemable preference shares that may be purchased or acquired by a company during the relevant period.
[36/2000]
(3E)  For the purposes of this section, any of the company’s ordinary shares held as treasury shares shall be disregarded.
[21/2005]
(4)  In subsection (3), “relevant period” means the period commencing from the date the last annual general meeting of the company was held or if no such meeting was held the date it was required by law to be held before the resolution in question is passed, and expiring on the date the next annual general meeting is or is required by law to be held, whichever is the earlier, after the date the resolution in question is passed.
[38/98]
(5)  Ordinary shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E shall, unless held in treasury in accordance with section 76H, be deemed to be cancelled immediately on purchase or acquisition.
[21/2005]
(5A)  Preference shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E shall be deemed to be cancelled immediately on purchase or acquisition.
[21/2005]
(6)  On the cancellation of a share under subsection (5) or (5A), the rights and privileges attached to that share expire.
[38/98; 21/2005]
(7)  For the purposes of this section, shares are deemed to be purchased or acquired on the date on which the company would, apart from subsection (5), become entitled to exercise the rights attached to the shares.
[38/98]
(8)  Within 30 days of the passing of a resolution referred to in section 76C, 76D, 76DA or 76E, the directors of the company shall lodge with the Registrar a copy of the resolution.
[38/98; 8/2003]
(9)  Within 30 days of the purchase or acquisition of the shares, the directors of the company shall lodge with the Registrar the notice of the purchase or acquisition in the prescribed form with the following particulars:
(a)
the date of the purchase or acquisition;
(b)
the number of shares purchased or acquired;
(c)
the number of shares cancelled;
(d)
the number of shares held as treasury shares;
(e)
the company’s issued share capital before the purchase or acquisition;
(f)
the company’s issued share capital after the purchase or acquisition;
(g)
the amount of consideration paid by the company for the purchase or acquisition of the shares;
(h)
whether the shares were purchased or acquired out of the profits or the capital of the company; and
(i)
such other particulars as may be required in the prescribed form.
[38/98; 8/2003; 21/2005]
(10)  Nothing in this section or in sections 76C to 76G shall be construed so as to limit or affect an order of the Court made under any section that requires a company to purchase or acquire its own shares.
[38/98]
[UK, 1985, s. 162; Aust., Co. Law Rev. Act, 1998, Sch. 1 (ss. 257A, 257B, 257H); Aust., 2001, s. 254Y; NZ, 1993, ss. 58, 59, 66]