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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FIRST SCHEDULE Repealed Written Laws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THIRD SCHEDULE Repealed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 ARegulations 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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Print   Link to In-Force Version
On 02/09/2014, you requested the version in force on 02/09/2014 incorporating all amendments published on or before 02/09/2014. The closest version currently available is that of 07/03/2014.
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Solvency statement in relation to amalgamated company and offence for making false statement
215J.
—(1)  For the purposes of sections 215C(2)(c) and 215D(5), “solvency statement”, in relation to an amalgamated company, means a statutory declaration by the board of directors of each amalgamating company that it has formed the opinion —
(a)
that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective; and
(b)
that the value of the amalgamated company’s assets will not be less than the value of its liabilities (including contingent liabilities).
[21/2005]
(2)  In forming an opinion for the purposes of subsection (1)(a) and (b), the directors shall take into account all liabilities of the amalgamated company (including contingent liabilities).
[21/2005]
(3)  In determining, for the purposes of subsection (1)(b), whether the value of the amalgamated company’s assets will become less than the value of its liabilities (including contingent liabilities), the board of directors of each amalgamating company —
(a)
shall have regard to —
(i)
the most recent financial statements of the amalgamating company and the other amalgamating companies that comply with section 201(1A), (3) and (3A), as the case may be; and
(ii)
all other circumstances that the directors know or ought to know affect, or may affect, the value of the amalgamated company’s assets and the value of the amalgamated company’s liabilities (including contingent liabilities); and
(b)
may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances.
[21/2005]
(4)  In determining, for the purposes of subsection (3), the value of a contingent liability, the board of directors of each amalgamating company may take into account —
(a)
the likelihood of the contingency occurring; and
(b)
any claim the amalgamated company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability.
[21/2005]
(5)  Any director of an amalgamating company who votes in favour of or otherwise causes a solvency statement under this section to be made without having reasonable grounds for the opinions expressed in it shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both.
[21/2005]
[UK, Bill, 2002, Clause 63; Companies, s. 76F (4) to (6)]