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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 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 listed 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 TAKE-OVERS

Part VIII RECEIVERS AND MANAGERS

Part VIIIA JUDICIAL MANAGEMENT

Part IX INVESTIGATIONS

Part X WINDING UP

Division 1 — Preliminary

Subdivision (1) — General

Subdivision (1) — Introductory

Subdivision (1) — General

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FIRST SCHEDULE Repealed Written Laws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

FOURTH SCHEDULE Table A

FIFTH SCHEDULE Prospectus

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 History

 
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Companies Act
(CHAPTER 50)

(Original Enactment: Act 42 of 1967)

REVISED EDITION 1994
(15th March 1994)
An Act relating to companies.
[29th December 1967]
PART I
PRELIMINARY
Short title
1.  This Act may be cited as the Companies Act.1
1  Notes:—The abbreviations used in the marginal references to other Acts are references to the following Acts as amended: U.K.: U.K. 1948 c. 38. Aust.: Victoria No. 6839/1961.
Division into Parts
2.  This Act is divided into Parts, Divisions and Subdivisions as follows:
...
Preliminary sections 1-7.
 
 
 
...
Administration of this Act sections 8-16.
 
 
 
Part III
Constitution of Companies
sections 17-42A
...
Division 1 — Incorporation sections 17-22.
...
Division 2 — Powers sections 23-42A.
 
 
 
Part IV
Shares, Debentures and Charges
sections 43-141
...
Division 1 —Prospectuses sections 43-56.
 
Division 2 — Restrictions on allotment and commencement of business sections 57-62.
 
 
Division 3 — Shares sections 63-78.
 
 
Division 4 — Substantial shareholdings sections 79-92.
 
 
Division 5 — Debentures sections 93-106.
 
 
Division 6 — Interests other than shares, debentures, etc., sections 107-120.
 
 
Division 7 — Title and transfers sections 121-130.
 
 
Division 7A — Central Depository System — a book entry or scripless system for the transfer of listed securities sections 130A-130P.
 
 
Division 8 — Registration of charges sections 131-141.
 
 
 
Part V
Management and
Administration
sections 142-198
...
Division 1 — Office and name sections 142-144.
 
Division 2 — Directors and Officers sections 145-173.
 
 
Division 3 —Meetings and proceedings sections 174-189.
 
 
Division 4 —Register of members sections 190-196.
 
 
Division 5 — Annual return sections 197-198.
 
 
 
Part VI
Accounts and Audit
sections 199-209B
...
Division 1 — Accounts sections 199-204.
 
Division 2 — Audit sections 205-209B.
 
 
 
...
Arrangements, Reconstructions and Take-overs sections 210-216.
 
 
 
...
Receivers and Managers sections 217-227.
 
 
 
...
Judicial Management sections 227A-227X.
 
 
 
...
Investigations sections 228-246.
 
 
 
Part X
Winding Up
sections 247-354
...
Division 1 — Preliminary sections 247-252.
 
Division 2 — Winding up by Court sections 253-289.
 
 
 
 
 
Subdivision (1) General sections 253-262.
 
 
Subdivision (2) Liquidators sections 263-276.
 
 
Subdivision (3) Committees of inspection sections 277-278.
 
 
Subdivision (4) General powers of Court sections 279-289.
 
 
 
 
 
Division 3 — Voluntary winding up sections 290-312.
 
 
 
 
 
Subdivision (1) Introductory sections 290-293.
 
 
Subdivision (2) Provisions applicable only to members’ voluntary winding up sections 294-295.
 
 
Subdivision (3) Provisions applicable only to creditors’ voluntary winding up sections 296-299.
 
 
Subdivision (4) Provisions applicable to every voluntary winding up sections 300-312.
 
 
 
 
 
Division 4 — Provisions applicable to every mode of winding up sections 313-349.
 
 
 
 
 
Subdivision (1) General sections 313-326.
 
 
Subdivision (2) Proof and ranking of claims sections 327-328.
 
 
Subdivision (3) Effect on other transactions sections 329-335.
 
 
Subdivision (4) Offences sections 336-342.
 
 
Subdivision (5) Dissolution sections 343-349.
 
 
 
 
 
Division 5—Winding up of unregistered companies sections 350-354.
 
 
 
Part XI
Various Types of Companies, etc.,
sections 355-386
...
Division 1 — Investment companies sections 355-364.
 
Division 2 — Foreign companies sections 365-386.
 
 
 
...
Division 1 — Enforcement of this Act sections 387-399.
 
Division 2 — Offences sections 400-409A.
 
 
Division 3 — Miscellaneous sections 410-411.
 
 
 
[62/70]
[40/89]
Repeals
3.
—(1)  The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be repealed or amended are hereby repealed or amended accordingly.
Transitory provisions
(2)  Unless the contrary intention appears in this Act —
(a)
all persons, things and circumstances appointed or created under any of the repealed or amended written laws or existing or continuing under any of such written laws immediately before 29th December 1967 shall under and subject to this Act continue to have the same status operation and effect as they respectively would have had if such written laws had not been so repealed or amended; and
[S 258/67]
(b)
in particular and without affecting the generality of paragraph (a), such repeal shall not disturb the continuity of status, operation or effect of any Order in Council, order, rule, regulation, scale of fees, appointment, conveyance, mortgage, deed, agreement, resolution, direction, instrument, document, memorandum, articles, incorporation, nomination, affidavit, call, forfeiture, minute, assignment, register, registration, transfer, list, licence, certificate, security, notice, compromise, arrangement, right, priority, liability, duty, obligation, proceeding, matter or thing made, done, effected, given, issued, passed, taken, validated, entered into, executed, lodged, accrued, incurred, existing, pending or acquired under any of such written laws before that date.
(3)  Nothing in this Act shall affect the Table in any repealed written law corresponding to Table A in the Fourth Schedule or any part thereof (either as originally enacted or as altered in pursuance of any statutory power) or the corresponding Table in any former written law relating to companies (either as originally enacted or as so altered) so far as the same applies to any company existing on 29th December 1967.
[S 258/67]
(4)  The provisions of this Act with respect to winding up other than the provisions of Subdivision (5) of Division 4 of Part X shall not apply to any company or society of which the winding up has commenced before 29th December 1967, but every such company or society shall be wound up in the same manner and with the same incidents as if this Act had not been passed and for the purposes of the winding up the written laws under which the winding up commenced shall be deemed to remain in full force.
[Aust.s.4.]
Interpretation
4.
—(1)  In this Act, unless the contrary intention appears —
“accounting records”, in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporation are made up;
“accounts” means profit and loss accounts and balance-sheets and includes notes (other than auditors’ reports or directors’ reports) attached or intended to be read with any of those profit and loss accounts or balance-sheets;
“Act” includes any regulations;
“annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175;
“annual return” means —
(a)
in relation to a company having a share capital, the return required to be made by section 197(1); and
(b)
in relation to a company not having a share capital, the return required to be made by section 197(5),
and includes any document accompanying the return;
“approved company auditor” means a person approved as such by the Minister under section 9 whose approval has not been revoked and in relation to a corporation, not being a company, includes a person qualified to act as auditor of the corporation under the law of the place in which the corporation is incorporated;
“approved liquidator” means an approved company auditor who has been approved by the Minister under section 9 as a liquidator and whose approval has not been revoked;
“articles” means articles of association;
“banking corporation” means a licensed bank under any written law relating to banking;
“books” includes any account, deed, writing or document and any other record of information however compiled, recorded or stored whether in written or printed form or microfilm by electronic process or otherwise;
“borrowing corporation” means a corporation that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures of the corporation;
“branch register” means —
(a)
in relation to a company —
(i)
a branch register of members of the company kept in pursuance of section 196; or
(ii)
a branch register of holders of debentures kept in pursuance of section 93,
as the case may require; and
(b)
in relation to a foreign company, a branch register of members of the company kept in pursuance of section 379;
“certified”, in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document and, in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the English language;
“charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;
“company” means a company incorporated pursuant to this Act or pursuant to any corresponding previous written law;
“company having a share capital” includes an unlimited company with a share capital;
“company limited by guarantee” means a company formed on the principle of having the liability of its members limited by the memorandum to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up;
“company limited by shares” means a company formed on the principle of having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them;
“contributory”, in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up, and includes the holder of fully paid shares in the company and, prior to the final determination of the persons who are contributories, includes any person alleged to be a contributory;
“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —
(a)
any body corporate that is incorporated in Singapore and is by notification of the Minister in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes;
(b)
any corporation sole;
(c)
any co-operative society; or
(d)
any registered trade union;
“Court” means the High Court or a judge thereof;
“corresponding previous written law” means any written law relating to companies which has been at any time in force in Singapore and which corresponds with any provision in this Act;
“creditors’ voluntary winding up” means a winding up under Division 3 of Part X, other than a members’ voluntary winding up;
“debenture” includes debenture stock, bonds, notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not but does not include —
(a)
a cheque, letter of credit, order for the payment of money or bill of exchange;
[13/87]
(b)
subject to the regulations, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months;
[22/93]
(c)
for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be;
“default penalty” means a default penalty within the meaning of section 408;
“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director;
“document” includes summons, order and other legal process, and notice and register;
“emolument”, in relation to a director or auditor of a company, includes any fees, percentages and other payments made (including the money value of any allowances or perquisites) or consideration given, directly or indirectly, to the director or auditor by that company or by a holding company or a subsidiary of that company, whether made or given to him in his capacity as a director or auditor or otherwise in connection with the affairs of that company or of the holding company or the subsidiary;
“equity share” means any share which is not a preference share;
“exempt private company” means —
(a)
a private company in the shares of which no beneficial interest is held directly or indirectly by any corporation and which has not more than 20 members; or
(b)
any private company, being a private company that is wholly owned by the Government, which the Minister, in the national interest, declares by notification in the Gazette to be an exempt private company;
[13/87]
“expert” includes engineer, valuer, accountant and any other person whose profession or reputation gives authority to a statement made by him;
“filed” means filed under this Act or any corresponding previous written law;
“financial year”, in relation to any corporation, means the period in respect of which any profit and loss account of the corporation laid before it in general meeting is made up, whether that period is a year or not;
“foreign company” means —
(a)
a company, corporation, society, association or other body incorporated outside Singapore; or
(b)
an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
“guarantor corporation”, in relation to a borrowing corporation, means a corporation that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing corporation in response to an invitation to the public to subscribe for or purchase debentures of the borrowing corporation;
“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;
“limited company” means a company limited by shares or by guarantee or, prior to the expiry of the period of two years as specified in section 17(6), a company limited both by shares and guarantee;
“listed corporation” means a corporation that has been admitted to the official list of a stock exchange in Singapore and has not been removed from that official list;
[13/87]
“lodged” means lodged under this Act or any corresponding previous written law;
“manager”, in relation to a company, means the principal executive officer of the company for the time being by whatever name called and whether or not he is a director;
“marketable securities” means debentures, funds, stocks, shares or bonds of any government or of any local authority or of any corporation or society and includes any right or option in respect of shares in any corporation and any interest as defined in section 107;
“members’ voluntary winding up” means a winding up under Division 3 of Part X, where a declaration has been made and lodged in pursuance of section 293;
“memorandum” means memorandum of association;
“minimum subscription”, in relation to any shares offered to the public for subscription, means the amount stated in the prospectus relating to the offer in pursuance of paragraph 4(a) of the Fifth Schedule as the minimum amount which in the opinion of the directors must be raised by the issue of the shares so offered;
“office copy”, in relation to any Court order or other Court document, means a copy authenticated under the hand or seal of the Registrar or other proper officer of the Court;
“officer”, in relation to a corporation, includes —
(a)
any director or secretary of the corporation or a person employed in an executive capacity by the corporation;
(b)
a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and
(c)
any liquidator of a company appointed in a voluntary winding up,
but does not include —
(d)
any receiver who is not also a manager;
(e)
any receiver and manager appointed by the Court;
(f)
any liquidator appointed by the Court or by the creditors; or
(g)
a judicial manager appointed by the Court under Part VIIIA;
[13/87]
“Official Receiver” means the Official Assignee appointed under the Bankruptcy Act [Cap. 20] and includes the deputy of any such Official Assignee and any person appointed as Assistant Official Assignee;
“preference share”, in relation to sections 5, 64 and 180, means a share, by whatever name called, which does not entitle the holder thereof to the right to vote at a general meeting (except in the circumstances specified in section 180(2)(a), (b) and (c)) or to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise;
[13/87]
“prescribed” means prescribed under this Act or by the rules;
“principal register”, in relation to a company, means the register of members of the company kept in pursuance of section 190;
“printed” includes typewritten or lithographed or reproduced by any mechanical means;
“private company” means —
(a)
any company which immediately prior to 29th December 1967 was a private company under the provisions of the repealed written laws;
[S 258/67]
(b)
any company incorporated as a private company by virtue of section 18; or
(c)
any company converted into a private company pursuant to section 31(1),
being a company which has not ceased to be a private company under section 31 or 32;
“profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period;
“promoter”, in relation to a prospectus issued by or in connection with a corporation, means a promoter of the corporation who was a party to the preparation of the prospectus or of any relevant portion thereof, but does not include any person by reason only of his acting in a professional capacity;
“prospectus” means any prospectus (including an abridged prospectus registered pursuant to section 47), notice, circular, advertisement or invitation inviting applications or offers from the public to subscribe for or purchase or offering to the public for subscription or purchase any shares in or debentures of or any units of shares in or units of debentures of a corporation or proposed corporation;
[13/87]
“public company” means a company other than a private company;
“registered” means registered under this Act or any corresponding previous enactment;
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
“regulations” means regulations made under this Act;
“related corporation”, in relation to a corporation, means a corporation that is deemed to be related to the first-mentioned corporation by virtue of section 6;
“repealed written laws” means the written laws repealed by this Act;
“resolution for voluntary winding up” means the resolution referred to in section 290;
“Rules” means Rules of Court;
“share” means share in the share capital of a corporation and includes stock except where a distinction between stock and shares is expressed or implied;
“solicitor” means an advocate and solicitor of the Supreme Court;
“statutory meeting” means the meeting referred to in section 174;
“statutory report” means the report referred to in section 174;
“Table A” means Table A in the Fourth Schedule;
“trustee corporation” means —
(a)
a company registered as a trust company under the Trust Companies Act [Cap. 336]; or
(b)
a corporation, other than a trust company referred to in paragraph (a), that is a public company under this Act or under the laws of any other country which has been declared by the Minister to be a trustee corporation for the purposes of this Act;
[13/87]
“unit”, in relation to a share, debenture or other interest, means any right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever name called and includes any option to acquire any such right or interest in the share, debenture or other interest;
[13/87]
“unlimited company” means a company formed on the principle of having no limit placed on the liability of its members;
“voting share”, in relation to a body corporate, means an issued share in the body corporate, not being —
(a)
a share to which, in no circumstances, is there attached a right to vote; or
(b)
a share to which there is attached a right to vote only in one or more of the following circumstances:
(i)
during a period in which a dividend (or part of a dividend) in respect of the share is in arrear;
(ii)
upon a proposal to reduce the share capital of the body corporate;
(iii)
upon a proposal that affects rights attached to the share;
(iv)
upon a proposal to wind up the body corporate;
(v)
upon a proposal for the disposal of the whole of the property, business and undertakings of the body corporate;
(vi)
during the winding up of the body corporate.
Directors
(2)  For the purposes of this Act, a person shall not be regarded as a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors act on advice given by him in a professional capacity.
When statement untrue
(3)  For the purposes of this Act, a statement included in a prospectus or statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included.
When statement included in prospectus
(4)  For the purposes of this Act, a statement shall be deemed to be included in a prospectus or statement in lieu of prospectus if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.
Invitation to lend money deemed invitation to purchase debentures
(5)  For the purposes of this Act, any invitation to the public to deposit money with or to lend money to a corporation shall be deemed to be an invitation to subscribe for or purchase debentures of the corporation and any document that is issued or intended or required to be issued by a corporation acknowledging or evidencing or constituting an acknowledgment of the indebtedness of the corporation in respect of any money that is or may be deposited with or lent to the corporation in response to such an invitation shall be deemed to be a debenture, but an invitation to the public by a prescribed corporation as defined in section 44(7) shall be deemed not to be an invitation to the public to subscribe for or purchase debentures of the corporation or an offer to the public of debentures of the corporation for subscription or purchase for the purposes of the provisions in Division 5 of Part IV which are related to offers of debentures to the public.
[40/89]
(5)  
As to what constitutes an offer to the public
(6)  Any reference in this Act to offering shares or debentures to the public or to issuing an invitation to the public in respect of shares or debentures shall, unless the contrary intention appears, be construed as including a reference to offering them to any section of the public or to issuing of an invitation to any section of the public, as the case may be, whether selected as clients of the person making the offer or issuing the invitation or in any other manner.
[40/89]
(7)  Unless the contrary intention appears any reference in this Act to a person being or becoming bankrupt or to a person assigning his estate for the benefit of his creditors or making an arrangement with his creditors under any written law relating to bankruptcy or to a person being an undischarged bankrupt or to any status, condition, act, matter or thing under or in relation to the law of bankruptcy shall be construed as including a reference to a person being or becoming bankrupt or insolvent or to a person making any such assignment or arrangement or to a person being an undischarged bankrupt or insolvent or to the corresponding status, condition, act, matter or thing (as the case requires) under any written law relating to bankruptcy or insolvency.
As to what constitutes affairs of a corporation
(8)  A reference in section 8A, 8C, 8D, 216, Part IX, section 254(1)(f), 286, 287 or 402 to the affairs of a corporation shall, unless the contrary intention appears, be construed as including a reference to —
(a)
the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with another person or other persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with another person or other persons and including property held as agent, bailee or trustee), liabilities (including liabilities owed jointly with another person or other persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the corporation;
(b)
in the case of a corporation (not being a trustee corporation) that is a trustee (but without limiting the generality of paragraph (a), matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust);
(c)
the internal management and proceeding of the corporation;
(d)
any act or thing done (including any contract made and any transaction entered into) by or on behalf of the corporation, or to or in relation to the corporation or its business or property, at a time when —
(i)
a receiver, or a receiver and manager, is in possession of, or has control over, property of the corporation;
(ii)
the corporation is under judicial management;
(iii)
a compromise or arrangement made between the corporation and another person or other persons is being administered; or
(iv)
the corporation is being wound up,
and, without limiting the generality of the foregoing, any conduct of such a receiver or such a receiver and manager, or such a judicial manager, of any person administering such a compromise or arrangement or of any liquidator or provisional liquidator of the corporation;
(e)
the ownership of shares in, debentures of, and interests issued by, the corporation;
(f)
the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the corporation or to dispose of, or to exercise control over the disposal of, such shares;
(g)
matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the corporation or are or have been able to control or materially to influence the policy of the corporation;
(h)
the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, or interests issued by, the corporation;
(i)
where the corporation has issued interests, any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the interests relate; and
(j)
matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters referred to in any of the preceding paragraphs.
[13/87]
(9)  For the purposes of this Act wherever a reference to the affairs of a company or a foreign company appears it shall be construed as including a reference to the affairs of a corporation as defined in subsection (8).
[U.K.ss.154,455.Aust.s.5.62/70,10/74,15/84,13/87]
Definition of subsidiary and holding company
5.
—(1)  For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of another corporation, if —
(a)
that other corporation —
(i)
controls the composition of the board of directors of the first-mentioned corporation;
(ii)
controls more than half of the voting power of the first-mentioned corporation; or
(iii)
holds more than half of the issued share capital of the first-mentioned corporation (excluding any part thereof which consists of preference shares); or
(b)
the first-mentioned corporation is a subsidiary of any corporation which is that other corporation’s subsidiary.
(2)  For the purposes of subsection (1), the composition of a corporation’s board of directors shall be deemed to be controlled by another corporation if that other corporation by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation shall be deemed to have power to make such an appointment if —
(a)
a person cannot be appointed as a director without the exercise in his favour by that other corporation of such a power; or
(b)
a person’s appointment as a director follows necessarily from his being a director or other officer of that other corporation.
(3)  In determining whether one corporation is a subsidiary of another corporation —
(a)
any shares held or power exercisable by that other corporation in a fiduciary capacity shall be treated as not held or exercisable by it;
(b)
subject to paragraphs (c) and (d), any shares held or power exercisable —
(i)
by any person as a nominee for that other corporation (except where that other corporation is concerned only in a fiduciary capacity); or
(ii)
by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary which is concerned only in a fiduciary capacity,
shall be treated as held or exercisable by that other corporation;
(c)
any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first-mentioned corporation or of a trust deed for securing any issue of such debentures shall be disregarded; and
(d)
any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as not held or exercisable by that other corporation if the ordinary business of that other corporation or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business.
(4)  A reference in this Act to the holding company of a company or other corporation shall be read as a reference to a corporation of which that last-mentioned company or corporation is a subsidiary.
(5)  For the purposes of this Act, the depository, as defined in section 130A, shall not be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee.
[22/93]
[U.K.s.154.]
[Aust. s. 6.]
Definition of ultimate holding company
5A.  For the purposes of this Act, a corporation is the ultimate holding company of another corporation if —
(a)
the other corporation is a subsidiary of the first-mentioned corporation; and
(b)
the first-mentioned corporation is not itself a subsidiary of any corporation.
[13/87]
Definition of wholly owned subsidiary
5B.  For the purposes of this Act, a corporation is a wholly owned subsidiary of another corporation if none of the members of the first-mentioned corporation is a person other than —
(a)
that other corporation;
(b)
a nominee of that other corporation;
(c)
a subsidiary of that other corporation being a subsidiary none of the members of which is a person other than that other corporation or a nominee of that other corporation; or
(d)
a nominee of such subsidiary.
[13/87]
When corporations deemed to be related to each other
6.  Where a corporation —
(a)
is the holding company of another corporation;
(b)
is a subsidiary of another corporation; or
(c)
is a subsidiary of the holding company of another corporation,
that first-mentioned corporation and that other corporation shall for the purposes of this Act be deemed to be related to each other.
[Aust.s.6(5).]
Interests in shares
7.
—(1)  The following subsections have effect for the purposes of Division 4 of Part IV and sections 163, 164 and 165.
(2)  Where the property subject to a trust consists of or includes shares and a person knows or has reasonable grounds for believing that he has an interest under the trust and the property subject to the trust consists of or includes those shares, he shall be deemed to have an interest in those shares.
(3)  Where a right (being a right or an interest described in the definition of “interest” in section 107) —
(a)
was issued or offered to the public for subscription or purchase, or where the public was invited to subscribe for or purchase such a right, and the right was so subscribed for or purchased; or
(b)
was issued for the purpose of an offer to the public by and is held by the management company within the meaning of that section,
that right does not constitute an interest in a share.
[62/70]
(4)  Where a body corporate has an interest in a share and —
(a)
the body corporate is, or its directors are, accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of a person;
(b)
a person has a controlling interest in the body corporate; or
(c)
a person is, the associates of a person are, or a person and his associates are, entitled to exercise or control the exercise of not less than 15% of the votes attached to the voting shares in the body corporate,
that person shall be deemed to have an interest in that share.
[62/70]
(5)  For the purposes of subsection (4)(c) , a person is an associate of another person if the first-mentioned person is —
(a)
a corporation that, by virtue of section 6, is deemed to be related to that other person;
(b)
a person in accordance with whose directions, instructions or wishes that other person is accustomed or is under an obligation whether formal or informal to act in relation to the share referred to in subsection (4);
(c)
a person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to that share;
(d)
a body corporate that is, or the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to that share; or
(e)
a body corporate in accordance with the directions, instructions or wishes of which, or of the directors of which, that other person is under an obligation whether formal or informal to act in relation to that share.
[62/70]
(6)  Where a person —
(a)
has entered into a contract to purchase a share;
(b)
has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;
(c)
has the right to acquire a share, or an interest in a share, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or
(d)
is entitled (otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members) to exercise or control the exercise of a right attached to a share, not being a share of which he is the registered holder,
that person shall be deemed to have an interest in that share.
[62/70]
(7)  A person shall not be deemed not to have an interest in a share by reason only that he has the interest in the share jointly with another person.
[62/70]
(8)  It is immaterial, for the purposes of determining whether a person has an interest in a share, that the interest cannot be related to a particular share.
[62/70]
(9)  There shall be disregarded —
(a)
an interest in a share if the interest is that of a person who holds the share as bare trustee;
(b)
an interest in a share of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;
(c)
an interest of a person in a share, being an interest held by him by reason of his holding a prescribed office; and
(d)
a prescribed interest in a share, being an interest of such person, or of the persons included in such class of persons, as is prescribed.
[62/70]
(10)  An interest in a share shall not be disregarded by reason only of —
(a)
its remoteness;
(b)
the manner in which it arose; or
(c)
the fact that the exercise of a right conferred by the interest is, or is capable of being made, subject to restraint or restriction.
[62/7049/7310/74]
PART II
ADMINISTRATION OF THIS ACT
Registrar of Companies, etc.
8.
—(1)  The Minister may appoint a Registrar of Companies and such Deputy Registrars, Assistant Registrars, or such other officers and employees as he thinks necessary for the proper administration of this Act and may remove any persons so appointed.
(2)  Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed, anything by this Act appointed or authorised or required to be done or signed by the Registrar may be done or signed by any such Deputy or Assistant Registrar and shall be as valid and effectual as if done or signed by the Registrar.
(3)  No person dealing with any Deputy or Assistant Registrar shall be concerned to see or inquire whether any restrictions or limitations have been prescribed, and every act or omission of a Deputy or Assistant Registrar so far as it affects any such person shall be as valid and effectual as if done or omitted by the Registrar.
Certain signatures to be judicially noticed
(4)  All courts, judges and persons acting judicially shall take judicial notice of the seal and signature of the Registrar and of any Deputy or Assistant Registrar.
Fees
(5)  There shall be paid to the Registrar —
(a)
the fees specified in the Second Schedule; and
(b)
such other fees as are prescribed.
(6)  The Minister may by notification in the Gazette add to, vary or amend the fees specified in the Second Schedule.
[15/84]
(7)  The Minister may by notification in the Gazette add to, vary or amend the Eighth Schedule in relation to the contents and form of the annual return of a company having a share capital.
[13/87]
[Aust.s.7.]
[13/87]
Inspection of books of corporation
8A.
—(1)  Where the Minister is satisfied that there is good reason for so doing, he may at any time —
(a)
give directions to a corporation requiring that corporation at such place and time as may be specified in the directions to produce such books relating to the affairs of a corporation as may be so specified; or
(b)
authorise any person (referred to in this section and sections 8B and 8C as an authorised person), on producing (if required to do so) evidence of his authority to require that corporation to produce to him any books relating to the affairs of a corporation which the authorised person may specify.
(2)  Where by virtue of subsection (1) the Minister or an authorised person has power to require the production of any books from a corporation relating to the affairs of a corporation the Minister or that authorised person shall have the like power to require production of those books from any person who appears to the Minister or authorised person to be in possession of them; but where any such person claims a lien on any books produced by him, the production shall be without prejudice to the lien.
(3)  Any power conferred by this section to require a corporation or other person to produce books relating to the affairs of a corporation shall include power —
(a)
if the books are produced —
(i)
to make copies of, or take extracts from, them; and
(ii)
to require that person who is a present or past officer of, or is or was at any time employed by the corporation to provide an explanation of any of them;
(b)
if the books are not produced, to require the person required to produced them to state to the best of his knowledge and belief, where they are.
(4)  A statement made by a person in compliance with a requirement imposed by this section may be used in evidence against him.
(5)  A power conferred by this section to make a requirement of a person extends if the person is a body corporate, including a body corporate that is in the course of being wound up, or was a body corporate, being a body corporate that has been dissolved, to making that requirement of any person who is or has been an officer of the body corporate.
(6)  If a requirement to produce books relating to the affairs of a corporation or provide an explanation or make a statement which is imposed by virtue of this section is not complied with, the corporation or other person on whom the requirement was imposed shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both.
(7)  Where a person is charged with an offence under subsection (6) in respect of a requirement to produce any books relating to the affairs of a corporation it shall be a defence to prove that they were not in his possession or under his control or that it was not reasonably practicable for him to comply with the requirement.
(8)  A person, who in purported compliance with a requirement imposed by the section to provide an explanation or statement which he knows to be false or misleading in a material particular or recklessly provides or makes an explanation or statement which is false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years or to both.
[13/87]
Power of Magistrate to issue warrant to seize books
8B.
—(1)  If a Magistrate is satisfied, on information on oath or affirmation laid by an authorised person, that there are reasonable grounds for suspecting that there are on any premises any books of which production has been required by virtue of section 8A and which have not been produced in compliance with that requirement, the Magistrate may issue a warrant authorising any police officer, together with any other persons named in the warrant, to enter the premises specified in the information (using such force as is reasonably necessary for the purpose) and to search the premises and take possession of any books appearing to be such books or papers as are referred to in this subsection, or to take, in relation to any books so appearing, any other steps which may appear necessary for preserving them and preventing interference with them and to deliver any books, possession of which is so taken, to an authorised person.
(2)  Every warrant issued under this section shall continue in force until the end of the period of one month after the date on which it was issued.
(3)  Where under this section a person takes possession of, or secures against interference, any books, and a person has a lien on the books, the taking of possession of the books or the securing of the books against interference does not prejudice the lien.
(4)  Where, under this section, a person takes possession of, or secures against interference, any books, that person or any authorised person to whose possession the books were delivered —
(a)
may make copies of, or take extracts from, the books;
(b)
may require any person who was party to the compilation of the books to make a statement providing any explanation that that person is able to provide as to any matter relating to the compilation of the books or as to any matter to which the books relate;
(c)
may retain possession of the books for such period as is necessary to enable the books to be inspected, and copies of, or extracts from, the books to be made or taken, by or on behalf of the Minister; and
(d)
during that period shall permit a person who would be entitled to inspect any one or more of those books if they were not in the possession of the first-mentioned person to inspect at all reasonable times such of those books as that person would be so entitled to inspect.
(5)  A person who obstructs the exercise of a right of entry or search conferred by virtue of a warrant issued under this section, or who obstructs the exercise of a right so conferred to take possession of any books, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both.
(6)  The powers conferred by this section are in addition to, and not in derogation of, any other power conferred by law.
[13/87]
Copies of or extracts from books to be admitted in evidence
8C.
—(1)  Subject to this section, in any legal proceedings, whether proceedings under this Act or otherwise, a copy of or extract from a book relating to the affairs of a corporation is admissible in evidence as if it were the original book or the relevant part of the original book.
(2)  A copy of or extract from a book is not admissible in evidence under subsection (1) unless it is proved that the copy or extract is a true copy of the book or of the relevant part of the book.
(3)  For the purposes of subsection (2), evidence that a copy of or extract from a book is a true copy of the book or of a part of the book may be given by a person who has compared the copy or extract with the book or the relevant part of the book and may be given either orally or by an affidavit sworn, or by a declaration made, before a person authorised to take affidavits or statutory declarations.
[13/87]
Destruction, mutilation, etc., of company documents
8D.
—(1)  An officer of a corporation to which section 8A(1) applies, who destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting or relating to the property or affairs of the corporation, or makes or is privy to the making of a false entry in such a document, shall, unless he proves that he had no intention to conceal the affairs of the corporation or to defeat the law, be guilty of an offence.
(2)  A person to whom subsection (1) applies who fraudulently either parts with, alters or makes an omission in any such document, or who is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, shall be guilty of an offence.
(3)  A person guilty of an offence under this section 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.
(4)  In this section, “officer of a corporation” includes a person who —
(a)
was at any time an officer of the corporation; or
(b)
has, or had, a financial or other interest in the affairs of the corporation.
[13/87]
Saving for advocates and solicitors
8E.  Nothing in sections 8A and 8B shall compel the production by an advocate and solicitor of a document containing a privileged communication made by or to him in that capacity or authorise the taking of possession of any such document which is in his possession but if the advocate and solicitor refuses to produce the document he shall nevertheless be obliged to give the name and address (if he knows them) of the person to whom or by or on behalf of whom the communication was made.
[13/87]
Investigation of certain matters
8F.  Without prejudice to the powers conferred upon the Minister under section 8A, where the Minister has reason to suspect that a person has committed an offence under this Act, he may make such investigation as he thinks expedient for the due administration of this Act.
[13/87]
Savings for banks, insurance companies and certain financial institutions
8G.  Nothing in section 8A shall authorise the Minister to call for the production of books of a banking corporation or of any company carrying on insurance business or of any financial institution that is subject to control by the Monetary Authority of Singapore under sections 27 and 28 of the Monetary Authority of Singapore Act [Cap. 186] and nothing in section 8F shall authorise the Minister to conduct an investigation into any such corporation, company or financial institution.
[13/87]
Security of information
8H.
—(1)  No information or document relating to the affairs of a corporation which has been obtained under section 8A or 8B shall, without the previous consent in writing of that corporation, be published or disclosed, except to the Minister, the Registrar of Companies and their officers or to an inspector appointed under Part IX, unless the publication or disclosure is required —
(a)
with a view to the institution of or otherwise for the purposes of, any criminal proceedings pursuant to, or arising out of this Act or any criminal proceedings for an offence entailing misconduct in connection with the management of the corporation’s affairs or misapplication or wrongful retention of its property;
(b)
for the purpose of complying with any requirement or exercising any power imposed or conferred by this Act in connection with reports made by inspectors appointed under Part IX;
(c)
with a view to the institution by the Minister of proceedings for the winding up of companies under this Act of the corporation; or
(d)
for the purpose of proceedings under section 8A or 8B.
(2)  A person who publishes or discloses any information or document in contravention of 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.
[13/87]
Company auditors and liquidators to be approved by Minister
9.
—(1)  Any person may apply to the Minister to be approved as a company auditor for the purposes of this Act.
(2)  The Minister may, if he is satisfied that the applicant is of good of character and competent to perform the duties of an auditor under this Act, upon payment of the fee set out in the Second Schedule approve such person as a company auditor for the purposes of this Act.
(3)  Any approved company auditor may apply to the Minister to be approved as a liquidator for the purposes of this Act, and the Minister, if satisfied as to the experience and capacity of the applicant, may on payment of the fee set out in the Second Schedule, approve such person as a liquidator for the purposes of this Act.
(4)  Any approval granted by the Minister pursuant to this section may be made subject to such limitations or conditions as he thinks fit and may be revoked at any time by him by the service of a notice of revocation on the approved person.
(5)  Every approval under this section including a renewal of approval of a company auditor or liquidator shall be in force until 31st March in the third year following the year in which the approval was granted unless sooner revoked by the Minister.
(6)  The Minister may delegate all or any of his powers under this section to any person or body of persons charged with the responsibility for the registration or control of accountants in Singapore.
(7)  Any person who is dissatisfied with the decision of any person or body of persons to whom the Minister has delegated all or any of his powers under this section may appeal to the Minister who may in his discretion confirm, reverse or vary such decision.
[Aust.s.8.]
Company auditors
10.
—(1)  A person shall not knowingly consent to be appointed, and shall not knowingly act, as auditor for any company and shall not prepare, for or on behalf of a company, any report required by this Act to be prepared by an approved company auditor —
(a)
if he is not an approved company auditor;
(b)
if he is indebted to the company or to a corporation that is deemed to be related to that company by virtue of section 6 in an amount exceeding $2,500;
(c)
if he is —
(i)
an officer of the company;
(ii)
a partner, employer or employee of an officer of the company; or
(iii)
a partner or employee of an employee of an officer of the company; or
(d)
if he is responsible for or if he is the partner, employer or employee of a person responsible for the keeping of the register of members or the register of holders of debentures of the company.
(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]
(3)  For the purposes of subsection (1), a person shall be deemed to be an officer of a company if he is an officer of a corporation that is deemed to be related to the company by virtue of section 6 or except where the Minister, if he thinks fit in the circumstances of the case, directs otherwise, if he has, at any time within the preceding period of 12 months, been an officer or promoter of the company or of such a corporation.
(4)  For the purposes of this section, a person shall not be deemed to be an officer by reason only of his having been appointed as auditor of a corporation.
(5)  A firm shall not knowingly consent to be appointed, and shall not knowingly act, as auditor for any company and shall not prepare, for or on behalf of a company, any report required by this Act to be prepared by an approved company auditor unless —
(a)
all the partners of the firm resident in Singapore are approved company auditors and have lodged a return with the Registrar showing the full names and addresses of all the partners of the firm within one month from the beginning of a calendar year or, if there is a change of partners or their addresses during a calendar year, within one month of the date that the change occurs and, where the firm is not registered as a firm under any law for the time being in force, a return showing the full names and addresses of all the partners of the firm has been lodged with the Registrar; and
(b)
no partner is disqualified under subsection (1)(b), (c) or (d) from acting as the auditor of the company.
[15/84]
(6)  If a firm contravenes subsection (5) each partner of the firm shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]
(7)  No company or person shall appoint a person as auditor of a company unless that last-mentioned person has prior to such appointment consented in writing to act as such auditor, and no company or person shall appoint a firm as auditor of a company unless the firm has prior to such appointment consented, in writing under the hand of at least one partner of the firm, to act as such auditor.
(8)  The appointment of a firm in the name of the firm as auditors of a company shall take effect and operate as an appointment as auditors of the company of the persons who are members of that firm at the time of the appointment.
[Aust.s.9.]
Disqualification of liquidators
11.
—(1)  Subject to this section, a person shall not, except with the leave of the Court, consent to be appointed, and shall not act as liquidator of a company —
(a)
if he is not an approved liquidator;
(b)
if he is indebted to the company or to a corporation that is deemed to be related to the company by virtue of section 6 in an amount exceeding $2,500;
(c)
if he is —
(i)
an officer of the company;
(ii)
a partner, employer or employee of an officer of the company; or
(iii)
a partner or employee of an employee of an officer of the company;
(d)
if he is an undischarged bankrupt;
(e)
if he has assigned his estate for the benefit of his creditors or has made an arrangement with his creditors pursuant to any law relating to bankruptcy; or
(f)
if he has been convicted of an offence involving fraud or dishonesty punishable on conviction by imprisonment for 3 months or more.
(2)  Subsection (1)(a) and (c) shall not apply —
(a)
to a members’ voluntary winding up; or
(b)
to a creditors’ voluntary winding up, if by a resolution carried by a majority of the creditors in number and value present in person or by proxy and voting at a meeting of which 7 days’ notice has been given to every creditor stating the object of the meeting, it is determined that that paragraph shall not so apply.
(3)  For the purposes of subsection (1), a person shall be deemed to be an officer of a company if he is an officer of a corporation that is deemed to be related to the company by virtue of section 6 or has, at any time within the preceding period of 24 months, been an officer or promoter of the company or of such a corporation.
(4)  A person shall not be appointed as liquidator of a company unless he has prior to such appointment consented in writing to act as such liquidator.
(5)  Nothing in this section shall affect any appointment of a liquidator made before 29th December 1967.
[S 258/67]
(6)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]
[Aust.s.10.]
Registers
12.
—(1)  The Registrar shall, subject to this Act, keep such registers as he considers necessary in such form as he thinks fit.
[Aust. s. 12.]
Inspection of register
(2)  Any person may, on payment of the prescribed fee —
(a)
inspect any document, or if there is a microfilm of any such document, that microfilm, filed or lodged with the Registrar; or
(b)
require a certificate of the incorporation of any company or any other certificate issued under this Act or a copy of or extract from any document kept by the Registrar to be given or certified by the Registrar.
[15/84]
(2A)  Subsection (2) shall not apply to such exempt private company that is wholly owned by the Government as the Minister may, by notification in the Gazette, specify where he considers that it would not be in the public interest for —
(a)
any document relating to any such company maintained by the Registrar in whatever form to be inspected by any member of the public; and
(b)
any certificate or copy of or extract from any document relating to any such company to be given or certified to any member of the public.
[22/93]
Evidentiary value of copies certified by Registrar
(3)  A copy of or extract from any document, including a copy produced by way of microfilm or electronic medium, filed or lodged at the office of the Registrar certified to be a true copy or extract under the hand and seal of the Registrar shall in any proceedings be admissible in evidence as of equal validity with the original document.
[15/84]
[22/93]
Evidence of statutory requirements
(4)  In any legal proceedings a certificate under the hand and seal of the Registrar that a requirement of this Act specified in the certificate —
(a)
had or had not been complied with at a date or within a period specified in the certificate; or
(b)
had been complied with upon a date specified in the certificate but not before that date,
shall be received as prima facie evidence of the matters specified in the certificate.
Registrar may refuse to register or receive document
(5)  If the Registrar is of the opinion that any document submitted to him —
(a)
contains matter contrary to law;
(b)
by reason of any omission or misdescription has not been duly completed;
(c)
does not comply with the requirements of this Act; or
(d)
contains any error, alteration or erasure,
he may refuse to register or receive the document and request that the document be appropriately amended or completed and resubmitted or that a fresh document be submitted in its place.
Appeal
(6)  Any party aggrieved by the refusal of the Registrar to register any corporation or to register or receive any document or by any other act or decision of the Registrar may appeal to the Court which may confirm the refusal, act or decision or give such directions in the matter as seem proper or otherwise determine the matter but this subsection shall not apply to any act or decision of the Registrar —
(a)
in respect of which any provision in the nature of an appeal or review is expressly provided in this Act; or
(b)
which is declared by this Act to be conclusive or final or is embodied in any document declared by this Act to be conclusive evidence of any act, matter or thing.
[22/93]
Destruction, etc., of old records
(7)  The Registrar may, if in his opinion it is no longer necessary or desirable to retain any document which has been microfilmed or converted to electronic form, destroy or give it to the National Archives of Singapore.
[15/84]
[22/93]
[Aust.s.12.]
Filing service
12A.
—(1)  Where the Registry of Companies provides a service, whether before or after 15th May 1987, for the use of subscribers, whereby documents required under this Act may be filed electronically with the Registry, neither the Government nor any of its employees nor any authorised agents shall be liable for any loss or damage, suffered by any person by reason of any errors or omissions, of whatever nature or however caused, appearing in any document obtained by any person under the service if such errors or omissions are made in good faith and in the ordinary course of the discharge of the duties of these employees or authorised agents or have occurred or arisen as a result of any defect or breakdown in the service or in any of the equipment used for the service.
Evidentiary value of copies of electronically filed documents certified by Registrar
(2)  A copy of or extract from any document electronically filed with the Registry of Companies under subsection (1) supplied or issued by the Registrar and certified to be a true copy or extract thereof under the hand and seal of the Registrar shall in any proceedings be admissible in evidence as of equal validity with the original document.
Certificate in respect of documents filed electronically
(3)  The Registrar may require a certificate, in respect of any document to be filed electronically, from the party filing the document certifying to the effect that any stamp fee payable for the document has been duly paid and that he has witnessed the signing and execution of the document or that the document has been duly signed and executed by the person concerned and that such signing or execution has been duly witnessed by a notary public or a solicitor or approved company auditor or a person with such other qualifications as may be prescribed for the purposes of this section. The Registrar may require the production of any document that has been signed and executed under this subsection.
Rectification of register
12B.
—(1)  Where it appears to the Court, as a result of evidence adduced before it by an applicant company, that any particular recorded in a register is erroneous or defective, the Court may, by order, direct the Registrar to rectify the register on such terms and conditions as seem to the Court just and expedient, as are specified in the order and the Registrar shall, upon receipt of the order, rectify the register accordingly.
(2)  An order of the Court made under subsection (1) shall require that a fresh document, showing the rectification, shall be filed by the applicant company with the Registrar together with a copy of the Court order, a copy of the court application and the affidavits in support thereof .
Enforcement of duty to make returns
13.
—(1)  If a corporation or person, having made default in complying with —
(a)
any provision of this Act or of any other law which requires the lodging or filing in any manner with the Registrar or the Official Receiver of any return, account or other document or the giving of notice to him of any matter; or
(b)
any request of the Registrar or the Official Receiver to amend or complete and resubmit any document or to submit a fresh document,
fails to make good the default within 14 days after the service on the corporation or person of a notice requiring it to be done, the Court may, on an application by any member or creditor of the corporation or by the Registrar or the Official Receiver, make an order directing the corporation and any officer thereof or such person to make good the default within such time as is specified in the order.
(2)  Any such order may provide that all costs of and incidental to the application shall be borne by the corporation or by any officer of the corporation responsible for the default or by such person.
(3)  Nothing in this section shall limit the operation of any written law imposing penalties on a corporation or its officers or such person in respect of any such default.
[Aust.s.12(8)to(10).]
Relodging of lost registered documents
14.
—(1)  If in the case of any corporation incorporated or registered under this Act or any corresponding previous written law the memorandum or articles or any other document relating to the corporation filed or lodged with the Registrar has been lost or destroyed, the corporation may apply to the Registrar for leave to lodge a copy of the document as originally filed or lodged.
(2)  On such application being made the Registrar may direct notice thereof to be given to such persons and in such manner as he thinks fit.
(3)  The Registrar upon being satisfied —
(a)
that the original document has been lost or destroyed;
(b)
of the date of the filing or lodging thereof with the Registrar; and
(c)
that a copy of such document produced to the Registrar is a correct copy,
may certify upon that copy that he is so satisfied and direct that that copy be lodged in the manner required by law in respect of the original.
(4)  Upon the lodgment that copy for all purposes shall, from such date as is mentioned in the certificate as the date of the filing or lodging of the original with the Registrar, have the same force and effect as the original.
(5)  The Court may, by order upon application by any person aggrieved and after notice to any other person whom the Court directs, confirm, vary or rescind the certificate and the order may be lodged with the Registrar and shall be registered by him, but no payments, contracts, dealings, acts and things made, had or done in good faith before the registration of such order and upon the faith of and in reliance upon the certificate shall be invalidated or affected by such variation or rescission.
(6)  No fee shall be payable upon the lodging of a document under this section.
[Aust.s.13.]
Size, durability and legibility of documents delivered to Registrar
15.
—(1)  For the purposes of securing that the documents delivered to the Registrar under the provisions of this Act are of a standard size, durable and easily legible, the Minister may by regulations prescribe such requirements (whether as to size, weight, quality or colour of paper, size, type or colour of lettering, or otherwise) as he may consider appropriate; and different requirements may be so prescribed for different documents or classes of documents.
(2)  If under any such provision there is delivered to the Registrar a document (whether an original document or a copy) which in the opinion of the Registrar does not comply with such requirements prescribed under this section as are applicable to it, the Registrar may serve on any person by whom under that provision the document was required to be delivered (or, if there are two or more such persons, may serve on any of them) a notice stating his opinion to that effect and indicating the requirements so prescribed with which in his opinion the document does not comply.
(3)  Where the Registrar serves a notice under subsection (2) with respect to a document delivered under any such provision, then, for the purposes of any written law which enables a penalty to be imposed in respect of any omission to deliver to the Registrar a document required to be delivered under that provision (and, in particular, for the purposes of any such law whereby such a penalty may be imposed by reference to each day during which the omission continues) —
(a)
any duty imposed by that provision to deliver such a document to the Registrar shall be treated as not having been discharged by the delivery of that document; but
(b)
no account shall be taken of any days falling within the period mentioned in subsection (4).
(4)  The period referred to in subsection (3)(b) is the period beginning on the day on which the document was delivered to the Registrar as mentioned in subsection (2) and ending on the fourteenth day after the date of service of the notice under subsection (2) by virtue of which subsection (3) applies.
(5)  In this section, any reference to delivering a document shall be construed as including a reference to sending, forwarding, producing or (in the case of a notice) giving it.
[15/84]
Instant Information Service — exclusion of liability for errors or omissions
16.  Where the Registry of Companies provides a service (to be called an Instant Information Service) to the public whereby computerised information of prescribed particulars of a company registered under this Act is supplied to the public on payment of a prescribed fee, neither the Government nor any of its employees in the Registry of Companies involved in the supply of such information shall be liable for any loss or damage suffered by members of the public by reason of any errors or omissions of whatever nature appearing therein or however caused if made in good faith and in the ordinary course of the discharge of the duties of such employees.
[15/84]
Supply of magnetic tapes — exclusion of liability for errors or omissions
16A.  Where the Registrar furnishes information, whether in bulk or otherwise, to any person by way of magnetic tapes or by any electronic means, neither the Government nor any of the employees in the Registry nor any authorised agents involved in the furnishing of such information shall be liable for any loss or damage suffered by that person by reason of errors or omissions of whatever nature appearing therein or however caused if made in good faith and in the ordinary course of the discharge of the duties of those employees or authorised agents.
[22/93]
PART III
CONSTITUTION OF COMPANIES
Division 1 — Incorporation
Formation of companies
17.
—(1)  Subject to this Act, any two or more persons associated for any lawful purpose may by subscribing their names to a memorandum and complying with the requirements as to registration form an incorporated company.
(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 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]
(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 two 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 certificate 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]
[Aust.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;
(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);
(c)
prohibits any invitation to the public to subscribe for any shares in or debentures of the company; and
(d)
prohibits any invitation to the public to deposit money with the company for fixed periods or payable at call, whether bearing or not bearing interest.
(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, limitations and prohibitions 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, limitation or prohibition 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.
[S 258/67]
(3)  Where a restriction, limitation or prohibition 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, limitation or prohibition shall, to the extent of the inconsistency, prevail.
(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.
[U.K.s.28.]
[Aust. s. 15.]
Registration and incorporation
19.
—(1)  Persons desiring the incorporation of a company shall lodge the memorandum and the articles, if any, of the proposed company with the Registrar together with the other documents required to be lodged under this Act, and the Registrar on payment of the appropriate fees shall, subject to this Act, register the company by registering the memorandum and articles, if any.
Statutory declarations
(2)  The Registrar shall require a statutory declaration made by a solicitor or an accountant engaged in the formation of the company or by a person named in the articles as a director or secretary of the company to be lodged stating that all or any of the requirements of this Act have been complied with, and the Registrar may accept such a declaration as sufficient evidence of compliance.
[15/84]
(3)  The Registrar shall require a certificate from a notary public, a solicitor, an approved company auditor or a person with such other qualifications as may be prescribed for the purposes of this section as to the identity of the subscribers to the memorandum and of any persons named in the memorandum or articles as officers of the proposed company.
Certificate of incorporation
(4)  On the registration of the memorandum the Registrar shall certify under his hand and seal that the company is on and from the date specified in the certificate 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]
Effect of incorporation
(5)  On and from the date of incorporation specified in the certificate of incorporation 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 forthwith 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.
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)  The Registrar shall not register a memorandum and articles, if any, of a proposed company unless the memorandum or articles contain the names of at least two persons who are to be the first directors of the proposed company.
[U.K.ss.12 — 15,26.]
[Aust. 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.
(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.
(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]
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]
[U.K s.27.]
[Aust. s. 17.]
Requirements as to memorandum
22.
—(1)  The memorandum of every company shall be printed and divided into numbered paragraphs and dated and shall state, in addition to other requirements —
(a)
the name of the company;
(b)
the objects of the company;
(c)
unless the company is an unlimited company, the amount of share capital, if any, with which the company proposes to be registered and the division thereof into shares of a fixed amount;
(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.
(2)  Each subscriber to the memorandum shall, if the company is to have a share capital, in his own handwriting state the number of shares (not being less than one) that he agrees to take and, whether or not the company is to have a share capital, shall sign the memorandum in the presence of at least one witness (not being another subscriber) who shall attest the signature and add his address and occupation.
[15/84]
(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.
[Aust.s.18.]
Division 2 — Powers
Powers of a company
23.
—(1)  Subject to subsection (2), the powers of a company, whether incorporated before or after 29th December 1967, shall include —
(a)
power to make donations for patriotic or for charitable purposes;
(b)
power to transact any lawful business in aid of Singapore in the prosecution of any war or hostilities in which Singapore is engaged; and
(c)
unless expressly excluded or modified by the memorandum or articles, the powers set forth in the Third Schedule but the powers of a company which has by the licence of the Minister pursuant to section 29 been registered without the word “Limited” or “Berhad” or pursuant to any corresponding previous written law been registered without the addition of the word “Limited” to its name shall not include any of the powers set forth in the Third Schedule unless expressly included in the memorandum or articles with the approval in writing of the Minister.
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 licence of the Minister but the Minister may by licence empower any such company to hold lands in such quantity and subject to such conditions as he thinks fit.
(3)  A licence given by the Minister under subsection (2) shall be in the prescribed form or as near thereto as circumstances admit.
(4)  The decision of the Minister under this section shall be final and shall not be called in question by any court.
[Aust.s.19.]
[S 258/67]
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.
(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 petition by the Minister to wind up the company.
(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.s.20.]
General provisions as to alteration of memorandum
26.
—(1)  The memorandum of a company may be altered to the extent and in the manner provided by this Act but not otherwise.
(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 an office copy of such order together with (unless the Registrar dispenses therewith) a printed 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.
(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 certify the registration of that order.
(4)  The certificate of the Registrar shall be conclusive evidence that all the requirements of this Act with respect to the alteration and any confirmation thereof have been complied with.
(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 certificate of incorporation in accordance with the alteration made to the memorandum.
[Aust.s.21.]
[15/84]
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, corporation or business name;
(c)
so nearly resembles the name of another company, corporation or business name as to be likely to be mistaken for it; or
(d)
is a name of a kind that the Minister has directed the Registrar not to accept for registration.
(2)  Notwithstanding anything in this section and section 28, other than subsection (4) thereof, where the Registrar is satisfied that a company has been registered by a name (whether through inadvertence or otherwise and whether originally or by change of name) which —
(a)
is identical to that of any other company or corporation; or
(b)
so nearly resembles the name of another company or corporation as to be likely to be mistaken for it,
the Registrar, may direct the first-mentioned company to change its name and the company shall comply with that direction within 6 weeks after the date of the direction or such longer period as the Registrar allows and if the company fails so to comply 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.
[15/84]
[13/87]
(3)  In subsection (1), “business name” has the meaning assigned to that expression in the Business Registration Act [Cap. 32].
[15/84]
(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)may within 30 days of the date of the decision appeal to the Minister whose decision shall be final.
[15/84]
(6)  The Minister shall cause a direction given by him under subsection (1) to be published in the Gazette.
(7)  A limited company shall have either “Limited” or “Berhad” as part of and at the end of its name.
(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 on change of name.
(11)  A company shall not be registered under section 19(1) 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)  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 two 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 two months.
(14)  During a period for which a name is reserved, no company (other than the intended company in respect of which the name is reserved) shall be registered under this Act, whether originally or on change of name, under the reserved nameor under any other name that, in the opinion of the Registrar, so closely resembles the reserved name as to be likely to be mistaken for that name.
[22/93]
(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 on change of name.
[U.K.s.17.]
[Aust. s. 22.]
[15/84]
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 on payment of the prescribed fee issue a certificate of incorporation of the company under the new name and upon the issue of such certificate of incorporation the change of name shall become effective.
(3)  If the name of a company is (whether through inadvertence or otherwise and whether originally or by change of name) a name by which the company could not be registered without contravention of section 27(1), the company may by special resolution change its name to a name by which the company could be registered without contravention of that subsection 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 allows unless the Minister by written notice annuls such direction, and if the company fails to comply with the direction it 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]
(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)  Where, on 29th December 1967, a company which is a private company does not have the word “Private” or “Sendirian” as part of its name immediately before the word “Limited” or “Berhad” or in the case of an unlimited company at the end of its name, the company shall be deemed to have altered its name to include the word “Private” or “Sendirian” immediately before the word “Limited” or “Berhad” or in the case of an unlimited company at the end of its name and the Registrar shall as soon as practicable after that date alter the name of the company set forth in the memorandum accordingly and issue a new certificate of incorporation in the name of the company as so altered.
(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.
[U.K.s.18.]
[Aust. 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) by licence direct 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.
(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 by licence authorise 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.
(3)  A licence under this section may be issued 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.
(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 a licence granted by the Minister under this or under any corresponding previous enactment 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.
(6)  A licence under this section or under any corresponding previous written law 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 upon the register, and the company shall thereupon cease to enjoy the exemption granted by reason of the licenceunder this section but before a licence 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.
(7)  Where a licence under this section or under any corresponding previous written law 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 Ministerand section 23(1)(c) shall apply to the company as if it had never had a licence under this section.
[U.K.s.19.]
[Aust. 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.
(2)  Where a company applies in writing 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 certificate of incorporation —
(a)
appropriate to the change of status applied for; and
(b)
specifying, in addition to the particulars prescribed in respect of a certificate of incorporation of a company of that status, that the certificate is issued in pursuance of this section,
and, upon the issue of such a certificate of incorporation , the company shall be deemed to be a company having the status specified therein.
(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.
(4)  In subsection (2), “prescribed documents”, in relation to an application referred to in that subsection, means —
(a)
a printed 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 printed 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 statutory declaration by a director or secretary of 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 or the secretary making the declaration has taken all reasonable steps to satisfy himself that each person who subscribed the form was lawfully empowered to do so.
(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.
(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 certificate of incorporation of the company to which the resolution relates.
(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.
(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,
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, limitations and prohibitions referred to in section 18(1).
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 statutory declaration in the prescribed form verifying that section 61(2) (b) has been complied with,
and thereupon the restrictions, limitations and prohibitions 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.
(3)  On compliance by a company with subsection (1) or (2) and on the issue of a certificate of incorporation of the company altered accordingly the company shall be a private company or a public company (as the case requires).
(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.
[Aust.s.26.]
Default in complying with requirements as to private companies
32.
—(1)  Where, on the application of the Minister with respect to a private company or of any member or creditor of a private company, the Court is satisfied that default has been made in relation to the company in complying with a prohibition of a kind specified in section 18(1)(c) or (d) that is included, or is deemed to be included, in the memorandum or articles of the company the Court may by order determine that, on such date as the Court specifies in its order, the company ceased to be a private company.
(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)
a private company has been convicted of an offence under subsection (7);
(c)
the memorandum or articles of a private company have been so altered that they no longer include restrictions, limitations or prohibitions 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.
(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;
(ii)
a statutory declaration in the prescribed form verifying that section 61(2)(b) has been complied with; and
(iii)
where an order has been made under subsection (1) an office copy of the order.
(4)  Where the Court is satisfied that a default or alteration referred to in subsection (1) or (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)  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)  Where any subscription for shares in or debentures of, or any deposit of money with, a private company is arranged by or through a solicitor, broker, agent or any other person (whether an officer of the company or not) who invites the public to make use of his services in arranging investments or who holds himself out to the public as being in a position to arrange investments, the company and every person, including an officer of the company, who is a party to the arrangement 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 one year.
[15/84]
(8)  Where default is made in relation to a private company in complying with any restriction, limitation or prohibition 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 one year.
[15/84]
[U.K.s.29.]
[Aust. s. 27.]
[15/84]
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.
(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% in nominal value of the company’s issued share capital or any class of that capital 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]
(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 an office copy of the order of the Court within 14 days after the application has been determined by the Court.
(10)  On compliance by a company with subsection (9) the alteration, if any, of the objects shall take effect.
[U.K.s.5.]
[Aust. s. 28.]
Alteration of memorandum by company to which section 14 of Residential Property Act applies
34.  Notwithstanding anything in the memorandum of a company, a company to which section 14 of the Residential Property Act [Cap. 274] applies may, by virtue of the operation of section 14(3) of that Act, amend its memorandum by special resolution to remove any of the provisions referred to in section 10(1) of that Act except that any amendment so made shall be valid and take effect only to the extent that it conforms with the provisions of that Act.
[15/84]
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.
(2)  Articles shall be —
(a)
printed;
(b)
divided into numbered paragraphs; and
(c)
signed by each subscriber to the memorandum in the presence of at least one witness (not being another subscriber) who must attest the signature and add his address and occupation.
[15/84]
(3)  In the case of an unlimited company the articles, if the company has a share capital, shall state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount.
(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 increases the number of its members beyond the registered number it shall, within one month after the increase was resolved on or took place, lodge with the Registrar notice of the increase.
(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]
[U.K.ss.6,7.]
[Aust. s. 29.]
[15/84]
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.
[U.K.s.8.]
[Aust. s. 30.]
[S 258/67]
Alteration of articles
37.
—(1)  Subject to this Actand to any conditions in its memorandum, a company may by special resolution alter or add to its articles.
(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 affecting the amendment to set out the text of the regulations so adopted.
[U.K.s.10.]
[Aust. 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.
(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 nominal amount or number of the shares or interests is not specified thereby.
[U.K.s.21.]
[Aust. s. 32.]
[15/84]
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.
[U.K.ss.20,22.]
[Aust. 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)  Where an agreement required to be lodged with the Registrar under section 186 affects the memorandum or articles of a company, a copy of the memorandum or articles shall not be issued by the company after the agreement is entered into unless a copy of the agreement is annexed to the copy of the memorandum or articles.
(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.
[U.K.ss.24,25.]
[Aust. 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.
(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.
[U.K.ss.32-36.]
[Aust. 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.
[Aust.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.
[Aust.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.
[Aust. 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.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]
[10/74]
[13/87]
Prohibition of carrying on business with fewer than statutory minimum of members
42.  If at any time the number of members of a company (other than a company the whole of the issued shares of which are held by a holding company) is reduced below two and it carries on business for more than 6 months while the number is so reduced, a person who is a member of the company during the time that it so carries on business after those 6 months and is cognizant of the fact that it is carrying on business with fewer than two members shall be liable for the payment of all the debts of the company contracted during the time that it so carries on business after those 6 months and may be sued therefor, and if the company so carries on business after those 6 months, the company and such member shall be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
[U.K.s.31.]
[Aust. s. 36.]
[15/84]
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; 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.
(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).
(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]
PART IV
SHARES, DEBENTURES AND CHARGES
Division 1 — Prospectuses
Requirement to issue form of application for shares or debentures with a prospectus
43.
—(1)  A person shall not issue, circulate or distribute any form of application for shares in or debentures of a corporation unless the form is issued, circulated or distributed together with a prospectus a copy of which has been registered by the Registrar.
(2)  Subsection (1) shall not apply if the form of application is issued, circulated or distributed in connection with —
(a)
an offer or invitation in respect of shares or debentures which is not made or issued to the public; or
(b)
an offer made or invitation issued to the public in respect of shares or debentures that is exempted under Division 5A of this Part.
[40/89]
(2A)  Nothing in this section shall apply to an offer or invitation in respect of shares or debentures for sale to the public in a case where the offer or invitation relates to shares or debentures that have been previously issued and the shares or debentures are of a class that are listed for quotation on a stock exchange in Singapore approved by the Minister under section 16 of the Securities Industry Act.
[40/89]
[22/93]
(3)  Any person who contravenes subsection (1) 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.
[15/84]
[U.K.s.38(3),(5).]
[Aust. s. 37.]
As to invitations to the public to lend money to or to deposit money with a corporation
44.
—(1)  An invitation to the public to deposit money with or lend money to a corporation shall not be issued, circulated or distributed by the corporation or by any other person unless —
(a)
a prospectus in relation to the invitation has been registered by the Registrar;
(b)
the prospectus contains an undertaking by the corporation that it will, within two months after the acceptance of any money as a deposit or loan from any person in response to the invitation, issue to that person a document which acknowledges or evidences or constitutes an acknowledgment of the indebtedness of the corporation in respect of that deposit or loan; and
(c)
the document is described or referred to in the prospectus and in any other document whether constituting or relating to the invitation in any of the following forms of debt obligation, in accordance with this section:
(i)
unsecured loan stock, unsecured note, unsecured deposit note, unsecured debenture or certificate of unsecured debenture stock, bonds (including bearer and Eurobonds) short or medium term notes (including Euronotes) or convertible loan stock;
(ii)
mortgage bonds, mortgage debenture or certificate of mortgage debenture stock;
(iii)
a secured debenture or certificate of debenture stock; or
(iv)
such other form as the Registrar may approve as having effect for the purposes of this section but subject to such conditions as he may impose,
in accordance with this section.
(2)  Where pursuant to an invitation referred to in subsection (1) a corporation has accepted from any person any money as a deposit or loan the corporation shall within two months after the acceptance of the money issue to that person a document which —
(a)
acknowledges or evidences or constitutes an acknowledgment of the indebtedness of the corporation in respect of that deposit or loan; and
(b)
complies with the other requirements of this section.
(3)  The document shall be described or referred to in the prospectus and in any other document whether constituting or relating to the invitation and in the document itself in the form described in subsection (1)(c)(i) or approved under subsection (1)(c)(iv) unless pursuant to subsection (4) or (5) it is and may be otherwise described.
[40/89]
(4)  The document may be described or referred to in the prospectus or in such other document or in the document itself in the form described in subsection (1)(c)(ii) if, and only if, there is included in the prospectus the statements and the valuation referred to in paragraph 32 of the Fifth Schedule.
[40/89]
(5)  The document may be described or referred to in the prospectus or in such other document or in the document itself in the form described in subsection (1)(c)(iii) if, and only if —
(a)
pursuant to subsection (4) it may be (but is not) described or referred to in that prospectus or document as in the form described in subsection (1)(c)(ii); or
(b)
there is included in the prospectus the statement and the summary referred to in paragraph 33 of the Fifth Schedule.
[40/89]
(6)  Nothing in this section shall apply to a prescribed corporation and nothing in this Act shall require a prospectus to be issued in connection with any invitation to the public to deposit money with or lend money to a prescribed corporation.
(7)  In subsection (6), “prescribed corporation” means —
(a)
a banking corporation; or
(b)
a corporation or a corporation of a class which has been declared by the Minister by notification in the Gazette to be a prescribed corporation for the purposes of this section.
(8)  The Minister may, by notification in the Gazette —
(a)
specify terms and conditions subject to which subsection (6) shall have effect in relation to a corporation specified in subsection (7)(b); or
(b)
vary or revoke any declaration or specification made under this section.
(9)  Every corporation or other person that contravenes or fails to comply with any of the provisions of this section and every officer of a corporation who is in default 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.
[15/84]
(10)  (Deleted by Act 40/89.)
(11)  For the purposes of this section, a certificate issued by a borrowing corporation certifying, in respect of any deposit with or a loan to the corporation, that the registered holder (or in the case of a bearer instrument, the bearer) of a specified number or value of the debt obligations described or approved under subsection (1)(c), issued by the corporation upon or subject to the terms and conditions contained in a trust deed referred to or identified in the certificate, shall be deemed to be a document evidencing the indebtedness of that corporation in respect of that deposit or loan.
[40/89]
[Aust.s.38.]
[13/87]
[40/89]
Contents of prospectuses
45.
—(1)  To comply with the requirements of this Act a prospectus —
(a)
shall be printed in type of a size not less than the type known as 8 point Times unless the Registrar, before the issuing, advertising, circulating or distributing of the prospectus in Singapore, certifies in writing, that the type and size of letters are legible and satisfactory;
(b)
shall be dated and that date shall, unless the contrary is proved, be taken as the date of issue of the prospectus;
(c)
shall be lodged with the Registrar and shall state that a copy of the prospectus has been so lodged with and registered by the Registrar and shall also state immediately after such statement that the Registrar takes no responsibility as to its contents;
(d)
shall, subject to Part III of the Fifth Schedule, state the matters specified in Part I of that Schedule and set out the reports specified in Part II of that Schedule;
(e)
shall, where the persons making any report specified in Part II of the Fifth Schedule, have made therein, or have, without giving the reasons, indicated therein, any such adjustments as are mentioned in paragraph 31 of that Schedule, have endorsed thereon or attached thereto, a statement by those persons setting out the adjustments and giving the reasons therefor;
(f)
shall contain a statement that no shares or debentures or that no shares and debentures (as the case requires) shall be allotted on the basis of the prospectus later than 6 months after the date of the issue of the prospectus;
(g)
shall, if it contains any statement made by an expert or contains what purports to be a copy of or extract from a report, memorandum or valuation of an expert, state the date on which the statement, report, memorandum or valuation was made and whether or not it was prepared by the expert for incorporation in the prospectus;
(h)
shall not contain the name of any person as a trustee for holders of debentures or as an auditor or a banker or a solicitor or a stock broker or share broker of the corporation or proposed corporation or for or in relation to the issue or proposed issue of shares or debentures unless that person has consented in writing before the issue of the prospectus to act in that capacity in relation to the prospectus and, in the case of a company or proposed company, a copy, verified as prescribed, of the consent has been lodged with the Registrar; and
(i)
shall, where the prospectus offers shares in or debentures of a foreign company incorporated or to be incorporated, in addition contain particulars with respect to —
(A)
the instrument constituting or defining the constitution of the company;
(B)
the enactments or provisions having the force of an enactment by or under which the incorporation of the company was effected or is to be effected;
(C)
an address in Singapore where such instrument, enactments or provisions or certified copies thereof may be inspected;
(D)
the date on which and the place where the company was or is to be incorporated; and
(E)
whether the company has established a place of business in Singapore and, if so, the address of its principal office in Singapore.
(2)  Sub-paragraphs (A), (B) and (C) of subsection (1)(i) shall not apply in the case of a prospectus issued more than two years after the date on which the company is entitled to commence business and in the application to a foreign company of Part I of the Fifth Schedule for the purposes of that subsection, paragraph 2 of that Part shall have effect as if a reference to the constitution of the company were substituted for the reference to the articles.
(3)  A condition requiring or binding an applicant for shares in or debentures of a corporation to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus shall be void.
(4)  Where a prospectus relating to any shares in or debentures of a corporation is issued and the prospectus does not comply with the requirements of this Act, each director of the corporation and other person responsible for the prospectus 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.
[15/84]
(5)  In the event of non-compliance with or contravention of any of the requirements set out in this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention, if —
(a)
as regards any matter not disclosed, he proves that he was not cognizant thereof;
(b)
he proves that the non-compliance or contravention arose from an honest mistake on his part concerning the facts; or
(c)
the non-compliance or contravention was in respect of matter which in the opinion of the Court dealing with the case was immaterial or was otherwise such as ought, in the opinion of that Court, having regard to all the circumstances of the case, reasonably to be excused.
(6)  In the event of failure to include in a prospectus a statement with respect to the matters specified in paragraph 17 of the Fifth Schedule no director or other person shall incur any liability in respect of the failure unless it is proved that he had knowledge of the matters not disclosed.
(7)  Nothing in this section shall limit or diminish any liability which any person may incur under any rule of law or any written law or under this Act apart from subsection (4).
(8)  The Minister may, by notification in the Gazette, add to, vary or amend the Fifth Schedule.
[62/70]
[U.K.ss.37,38.]
[Aust. s. 39.]
Exemption from requirements as to form and content of prospectus
46.
—(1)  A person may apply to the Registrar in writing for an order of exemption from any requirements of this Act relating to the form and content of a prospectus, and the Registrar may make such an order either unconditionally or on such terms and conditions as he may think fit to impose.
(2)  The Registrar shall not make an order under subsection (1) unless he is of the opinion that compliance with the requirements in respect of which exemption has been applied for would be unduly burdensome.
(2A)  Notwithstanding subsection (2), in a case where a prospectus states or implies that an application has been or will be made for permission for international securities to which the prospectus relates to be listed or quoted on a stock exchange in Singapore approved by the Minister under section 16 of the Securities Industry Act, the Registrar may, by order, exempt a person from complying with any particular requirement as regards the form and content of a prospectus, as shall be specified in the order, if he considers that compliance with that particular requirement is unnecessary for the protection of persons who may normally be expected to buy or deal in those securities, being persons who are sufficiently expert to understand the risks involved.
[40/89]
(2B)  In subsection (2A), “international securities” means shares or debentures denominated in a currency other than Singapore dollars and issued by a body corporate incorporated outside Singapore, or by a foreign government or an international organisation.
[40/89]
(2C)  Regulations may provide for the class or classes of international securities in respect of which an order may be made under subsection (2A) and for such other matters as the Minister considers are expedient in connection with the issue of such securities.
[40/89]
(3)  A prospectus shall be deemed to comply with all the requirements of this Act relating to the form and content of a prospectus if it is issued in compliance with an order made under subsection (1).
[49/73]
Abridged prospectus for renounceable rights issues
47.
—(1)  Any offer or invitation with respect to shares or debenturesof a company shall be deemed to be an offer to the public if it is an offer or invitation by means of a rights issue which is renounceable in favour of persons other than existing members or debenture holders of that company and an application has been or will be made for permission to deal with or quote such shares or debentureson any stock exchange.
(2)  Where subsection (1) applies to any offer or invitation with respect to shares or debenturesof a company, an abridged prospectus shall be registered containing the particulars set out in Part V of the Fifth Schedule.
(3)  Any abridged prospectus registered pursuant to subsection (2) shall be deemed to be a prospectus for the purposes of this Act and all written law and rules of law as to contents of prospectuses (to the extent that may be applicable) and as to liability in respect of statements in and omissions from prospectuses or otherwise relating to prospectuses shall apply to an abridged prospectus and have effect accordingly.
(4)  Nothing in this section shall be construed as preventing a full prospectus being registered containing the particulars set out in the Fifth Schedule (other than Part V thereof) in respect of an offer or invitation referred to in subsection (1).
[15/84]
[13/87]
Certain advertisements deemed to be prospectuses
48.
—(1)  Every advertisement offering or calling attention to an offer or intended offer of shares in or debentures of a corporation or proposed corporation to the public for subscription or purchase shall be deemed to be a prospectus (and all written laws and rules of law as to the contents of prospectuses and as to liability in respect of statements in and omissions from prospectuses or otherwise relating to prospectuses shall apply and have effect accordingly) if it contains any information or matter other than the following:
(a)
the number and description of the shares or debentures concerned;
(b)
the name and date of registration of the corporation and its paid-up share capital;
(c)
a concise statement of the general nature of the main business or proposed main business of the corporation;
(d)
the names, addresses and occupations of —
(i)
the directors or proposed directors;
(ii)
the brokers or underwriters to the issue; and
(iii)
in the case of debentures, the trustee for the debenture holders;
(e)
the name of the stock exchange of which the brokers or underwriters to the issue are members;
(f)
particulars of the opening and closing dates of the offer and the time and place at which copies of the full prospectus and forms of application for the shares or debentures may be obtained; and
(g)
statements with respect to the sale price of units, or the yield therefrom or other benefits received or likely to be received by holders of units in relation to authorised unit trust schemes,
and unless it states that applications for shares or debentures will proceed only on one of the forms of application referred to in and attached to a printed copy of the prospectus.
(2)  No statement that, or to the effect that, the advertisement is not a prospectus shall affect the operation of this section.
(3)  This section shall apply to advertisements published or disseminated in Singapore by newspaper, broadcasting, television, cinematograph or any other means whatsoever.
(4)  Where an advertisement that is deemed to be a prospectus by virtue of subsection (1) does not comply with the requirements of this Act as to prospectuses, the person who published or disseminated the advertisement, and every officer of the corporation concerned, or other person, who knowingly authorised or permitted the publication or dissemination 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 one year.
[15/84]
(5)  For the purposes of this section, where —
(a)
an advertisement offering or calling attention to an offer or intended offer of shares in or debentures of a corporation or proposed corporation to the public for subscription or purchase is published or disseminated;
(b)
the person who published or disseminated the advertisement before so doing obtained a certificate signed by at least two directors of the corporation, or two proposed directors of the proposed corporation, that the proposed advertisement is an advertisement that will not be deemed to be a prospectus by virtue of subsection (1); and
(c)
the advertisement is not patently an advertisement that is deemed to be a prospectus by virtue of that subsection,
the corporation and each person who signed the certificate shall be deemed to be the persons who published or disseminated the advertisement, but no other person shall be deemed to be such a person.
(6)  Any person who has obtained a certificate referred to in subsection (5)(b) shall when so requested by the Registrar forthwith deliver the certificate to the Registrar and if he fails to do so he 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 one year and also to a default penalty.
[15/84]
(7)  Nothing in this section shall limit or diminish any liability which any person may incur under any rule of law or under any provision of this Act apart from this section.
[Aust.s.40.]
As to retention of over-subscriptions in debenture issues
49.
—(1)  A corporation shall not accept or retain subscriptions to a debenture issue in excess of the amount of the issue as disclosed in the prospectus unless the corporation has specified in the prospectus —
(a)
that it expressly reserves the right to accept or retain over-subscriptions; and
(b)
a limit expressed as a specific sum of money on the amount of over-subscriptions that may be accepted or retained being an amount not more than 25% in excess of the amount of the issue as disclosed in the prospectus.
As to statement of asset-backing
(2)  Subject to the provisions of the Fifth Schedule, where a corporation specifies in a prospectus relating to a debenture issue that it reserves the right to accept or retain over-subscriptions —
(a)
the corporation shall not make, authorise or permit any statement of or reference as to the asset-backing for the issue to be made or contained in any prospectus relating to the issue, other than a statement or reference to the total tangible assets and the total liabilities of the corporation and of its guarantor corporations; and
(b)
the prospectus shall contain a statement or reference as to what the total assets and total liabilities of the corporation would be if over-subscriptions to the limit specified in the prospectus were accepted or retained.
(3)  Every corporation or other person that contravenes or fails to comply with any of the provisions of subsection (2) 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.
[15/84]
[Aust.s.41.]
Registration of prospectus
50.
—(1)  A prospectus shall not be issued, circulated or distributed by any person unless a copy thereof has first been registered by the Registrar.
(2)  The Registrar shall refuse to register a copy of any prospectus if —
(a)
it contains any statement or matter which, in his opinion, is misleading in the form and context in which it is included;
(b)
the copy signed by every director and by every person who is named therein as a proposed director of the corporation or by his agent authorised in writing, is not lodged with the Registrar on or before the date of its issue;
(c)
the prospectus does not appear to comply with the requirements of this Act;
(d)
there are not also lodged with the Registrar copies verified as prescribed of any consent required by section 54 to the issue of the prospectus; or
[22/93]
(e)
it appears to him that it is not in the public interest to do so.
[40/89]
(2A)  The Registrar shall not refuse to register a copy of the prospectus under subsection (2) without giving the person or company who or which filed the prospectus an opportunity of being heard.
[40/89]
(2B)  Any person who is aggrieved by the refusal of the Registrar to register a copy of the prospectus may within 28 days of his refusal appeal to the Minister whose decision shall be final and shall be given effect to by the Registrar.
[40/89]
(2C)  No suit or other legal proceeding shall lie against the Registrar or any officer or employee of the Registry for any act done in good faith in the performance or intended performance of his duty or in the exercise or the intended exercise of any power under this section or any other section under this Act or regulations made thereunder or for any neglect or default in the performance or exercise in good faith of such duty or power.
[40/89]
(3)  If a prospectus is issued without a copy thereof having been so registered, the corporation and every person who is knowingly a party to the issue of the prospectus shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months.
[15/84]
Copy of contracts, etc., to be kept for inspection at registered office
(4)  Every corporation shall cause a true copy of every document referred to in subsection (2)(d) to be deposited within 7 days after registration of the prospectus at the registered office of the corporation in Singapore and, if it has no registered office in Singapore, at the address in Singapore specified in the prospectus for that purpose and shall keep each such copy, for a period of at least 6 months after the registration of the prospectus, for the inspection of the members and creditors of the corporation without fee.
[U.K.s.41.]
[Aust. s. 42.]
[13/87]
Exemption for certain governmental and international corporations as regards the signing of a copy of prospectus by all directors
51.
—(1)  This section shall apply only to corporations that are both of a governmental and international character.
(2)  A corporation to which this section applies may apply in writing to the Registrar for an exemption from the requirements of section 50(2)(b) and the Registrar may, if he considers those requirements unduly burdensome on the corporation, exempt such corporation from complying therewith subject to the Registrar requiring such minimum number of directors who are resident in Singapore signing the copy of the prospectus as the Registrar, in any particular case, may decide and, in the event that no directors are resident in Singapore, the Registrar may permit a duly authorised agent to sign the prospectus so long as such authorisation is supported by a resolution of the board of the corporation though the Registrar, if he is satisfied that a particular corporation cannot comply with any of these requirements, may grant the exemption applied for.
(3)  Any prospectus that complies with the terms of exemption granted by the Registrar shall be deemed to be a prospectus for the purposes of this Act and a copy of such prospectus shall be registered by the Registrar.
[15/84]
Document containing offer of shares for sale deemed prospectus
52.
—(1)  Where a corporation allots or agrees to allot to any person any shares in or debentures ofthe corporation with a view to all or any of them being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the corporation, and all written laws and rules of law as to the contents of prospectuses and to liability in respect of statements and non-disclosures in prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly as if the shares or debentures had been offered to the public and as if persons accepting the offer in respect of any shares or debentureswere subscribers therefor but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of statements or non-disclosures in the document or otherwise.
(2)  For the purposes of this Act, it shall, unless the contrary is proved, be evidence that an allotment of, or an agreement to allot, shares or debentureswas made with a view to the shares or debenturesbeing offered for sale to the public if it is shown —
(a)
that an offer of the shares or debenturesor of any of them for sale to the public was made within 6 months after the allotment or agreement to allot; or
(b)
that at the date when the offer was made the whole consideration to be received by the corporation in respect of the shares or debentureshad not been so received.
(3)  The requirements of this Division as to prospectuses shall have effect as though the persons making an offer to which this section relates were persons named in a prospectus as directors of a corporation.
(4)  In addition to complying with the other requirements of this Division the document making the offer shall state —
(a)
the net amount of the consideration received or to be received by the corporation in respect of shares or debentures to which the offer relates; and
(b)
the place and time at which a copy of the contract under which the shares or debentureshave been or are to be allotted may be inspected.
(5)  Where an offer to which this section relates is made by a corporation or a firm, it shall be sufficient if the document referred to in subsection (1) is signed on behalf of the corporation or firm by two directors of the corporation or not less than half of the members of the firm, as the case may be, and any such director or member may sign by his agent authorised in writing.
[U.K.s.45.]
[Aust. s. 43.]
Allotment of shares and debentures where prospectus indicates application to list on stock exchange
53.
—(1)  Where a prospectus states or implies that application has been or will be made for permission for the shares or debentures offered thereby to be listed for quotation on the official list of any stock exchange, any allotment made on an application in pursuance of the prospectus shall, subject to subsection (3), whenever made, be void if —
(a)
the permission is not applied for in the form for the time being required by the stock exchange before the third day on which the stock exchange is open after the date of issue of the prospectus; or
(b)
the permission is not granted before the expiration of 6 weeks from the date of the issue of the prospectus or such longer period not exceeding 12 weeks from the date of the issue as is, within those 6 weeks, notified to the applicant by or on behalf of the stock exchange.
(2)  Where the permission has not been applied for, or has not been granted as aforesaid, the corporation shall, subject to subsection (3), forthwith repay without interest all money received from applicants in pursuance of the prospectus, and if any such money is not repaid within 14 days after the corporation so becomes liable to repay it then in addition to the liability of the corporation the directors of the corporation shall be jointly and severally liable to repay that money with interest at the rate of 10% per annum from the expiration of such 14 days.
(3)  Where in relation to any shares or debentures —
(a)
permission is not applied for as specified in subsection (1)(a); or
(b)
permission is not granted as specified in subsection (1)(b),
the Minister may by notification in the Gazette on the application of the corporation, made before any share or debenture is purported to be allotted, exempt the allotment of the shares or debentures from the provisions of this section.
(4)  A director shall not be liable under subsection (2) if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.
(5)  Any condition requiring or binding any applicant for shares or debentures to waive compliance with any requirement of this section or purporting to do so shall be void.
(6)  Without limiting the application of any of its provisions, this section shall have effect —
(a)
in relation to any shares or debentures agreed to be taken by a person underwriting an offer thereof contained in a prospectus as if he had applied therefor in pursuance of the prospectus; and
(b)
in relation to a prospectus offering shares for sale as if —
(i)
a reference to sale were substituted for a reference to allotment;
(ii)
the persons by whom the offer is made, and not the corporation were liable under subsection (2) to repay money received from applicants, and references to the corporation’s liability under that subsection were construed accordingly; and
(iii)
for the reference in subsection (7) to the corporation and every officer of the corporation who is in default there were substituted a reference to any person by or through whom the offer is made and who knowingly and wilfully authorises or permits the default.
(7)  All money received as aforesaid shall be kept in a separate bank account so long as the corporation may become liable to repay it under subsection (2); and if default is made in complying with this subsection, the corporation and every officer of the corporation 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 one year.
[15/84]
(8)  Where the stock exchange has within the time specified in subsection (1)(b) granted permission subject to compliance with any requirements specified by the stock exchange, permission will be deemed to have been granted by the stock exchange if the directors have given to the stock exchange an undertaking in writing to comply with the requirements of the stock exchange, but if any such undertaking is not complied with each director 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 one year.
[15/84]
(9)  A person shall not issue a prospectus inviting persons to subscribe for shares in or debentures of a corporation if it includes —
(a)
an untrue statement that permission has been granted for those shares or debentures to be dealt in or quoted on any stock exchange; or
(b)
any statement in any way referring to any such permission or to any application or intended application for any such permission, or to dealing in or quoting the shares or debentures on any stock exchange, or to any requirements of a stock exchange unless that statement is or is to the effect that permission has been granted or that application has been or will be made to the stock exchange within 3 days of the issue of the prospectus or the statement has been approved by the Registrar for inclusion in the prospectus.
(10)  Any person who contravenes or fails to comply with any of the provisions of subsection (9) 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 one year.
[15/84]
(11)  Where a prospectus contains a statement to the effect that the memorandum and articles of the corporation comply or have been drawn so as to comply with the requirements of any stock exchange, the prospectus shall, unless the contrary intention appears from the prospectus, be deemed for the purposes of this section to imply that application has been, or will be, made for permission for the shares or debentures offered by the prospectus to be listed for quotation on the official list of the stock exchange.
[U.K.s.51.]
[Aust. s. 44.]
Expert’s consent to issue of prospectus containing statement by him
54.
—(1)  A prospectus inviting subscription for or purchase of shares in or debentures ofa corporation and including a statement purporting to be made by an expert or to be based on a statement made by an expert shall not be issued unless —
(a)
he has given, and has not before delivery of a copy of the prospectus for registration withdrawn, his written consent to the issue thereof with the statement included in the form and context in which it is included; and
(b)
there appears in the prospectus a statement that he has given and has not withdrawn his consent.
(2)  If any prospectus is issued in contravention of this section the corporation and every person who is knowingly a party to the issue thereof 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 one year.
[15/84]
[U.K.s.40.]
[Aust. s. 45.]
Civil liability for mis-statements in prospectus
55.
—(1)  Subject to this section, each of the following persons shall be liable to pay compensation to all persons who subscribe for or purchase any shares or debentures on the faith of a prospectus for any loss or damage sustained by reason of any untrue statement therein, or by reason of the wilful non-disclosure therein of any matter of which he had knowledge and which he knew to be material, that is to say, every person who —
(a)
is a director of the corporation at the time of the issue of the prospectus;
(b)
authorised or caused himself to be named and is named in the prospectus as a director or as having agreed to become a director either immediately or after an interval of time;
(c)
is a promoter of the corporation; or
(d)
authorised or caused the issue of the prospectus.
(2)  Notwithstanding anything in subsection (1), where the consent of an expert is required to the issue of a prospectus and he has given that consent, he shall not by reason only thereof be liable as a person who has authorised or caused the issue of the prospectus except in respect of an untrue statement purporting to be made by him as an expert, and the inclusion in the prospectus of a name of a person as a trustee for the debenture holders, auditor, banker, solicitor or stock or share broker shall not for that reason alone be construed as an authorisation by such person of the issue of the prospectus.
(3)  No person shall be so liable if he proves —
(a)
that, having consented to become a director of the corporation, he withdrew his consent before the issue of the prospectus, and that it was issued without his authority or consent;
(b)
that the prospectus was issued without his knowledge or consent and he gave reasonable public notice thereof forthwith after he became aware of its issue;
(c)
that after the issue of the prospectus and before allotment or sale thereunder he, on becoming aware of any untrue statement therein, withdrew his consent and gave reasonable public notice of the withdrawal and of the reason therefor; or
(d)
that —
(i)
as regards every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement, he had reasonable ground to believe, and did up to the time of the allotment or sale of the shares or debentures believe, that the statement was true;
(ii)
as regards every untrue statement purporting to be a statement made by an expert or to be based on a statement made by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation, and he had reasonable ground to believe and did up to the time of the issue of the prospectus believe that the person making the statement was competent to make it and that that person had given the consent required by section 54 to the issue of the prospectus and had not withdrawn that consent before delivery of a copy of the prospectus for registration, or, to that person’s knowledge, before any allotment or sale thereunder; and
(iii)
as regards every untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document.
(4)  Subsection (3) shall not apply in the case of a person liable, by reason of his having given a consent required of him by section 54, as a person who has authorised or caused the issue of the prospectus in respect of an untrue statement purporting to have been made by him as an expert.
(5)  A person who apart from this subsection would under subsection (1) be liable, by reason of his having given a consent required of him by section 54, as a person who has authorised the issue of a prospectus in respect of an untrue statement purporting to be made by him as an expert shall not be so liable if he proves —
(a)
that, having given his consent under section 54 to the issue of the prospectus, he withdrew it in writing before a copy of the prospectus was lodged with the Registrar;
(b)
that, after a copy of the prospectus was lodged with the Registrar and before allotment or sale thereunder, he, on becoming aware of the untrue statement, withdrew his consent in writing and gave reasonable public notice of the withdrawal and of the reasons therefor; or
(c)
that he was competent to make the statement and that he had reasonable ground to believe and did up to the time of the allotment or sale of the shares or debentures believe that the statement was true.
(6)  Where —
(a)
the prospectus contains the name of a person as a director of the corporation, or as having agreed to become a director, and he has not consented to become a director, or has withdrawn his consent before the issue of the prospectus, and has not authorised or consented to the issue thereof; or
(b)
the consent of a person is required under section 54 to the issue of the prospectus and he either has not given that consent or has withdrawn it before the issue of the prospectus,
the directors of the corporation, except any directors without whose knowledge or consent the prospectus was issued, and any other person who authorised or caused the issue thereof shall be liable to indemnify the person so named or whose consent was so required against all damages, costs and expenses to which he may be made liable by reason of his name having been inserted in the prospectus or of the inclusion therein of a statement purporting to be made by him as an expert, or in defending himself against any action or legal proceeding brought against him in respect thereof.
[U.K.s.43.]
[Aust. s. 46.]
Criminal liability for untrue statement in prospectus
56.
—(1)  Where in a prospectus there is any untrue statement or wilful non-disclosure any person who authorised or caused the issue of the prospectus shall unless he proves either that the statement or non-disclosure was immaterial or that he had reasonable ground to believe and did, up to the time of the issue of the prospectus, believe the statement was true or the non-disclosure immaterial 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.
(2)  A person shall not be deemed to have authorised or caused the issue of a prospectus by reason only of his having given the consent required by this Division to the inclusion therein of a statement purporting to be made by him as an expert.
[U.K.s.44.]
[Aust. s. 47.]
[15/84]
Division 2 — Restrictions on allotment and
commencement of business
Prohibition of allotment unless minimum subscription received
57.
—(1)  No allotment shall be made of any shares of a company offered to the public unless —
(a)
the minimum subscription has been subscribed; and
(b)
the sum payable on application for the shares so subscribed has been received by the company,
but if a cheque for the sum payable has been received by the company, the sum shall be deemed not to have been received by the company until the cheque is paid by the bank on which it is drawn.
(2)  The minimum subscription shall be —
(a)
calculated on the nominal value of each share, and where the shares are issued at a premium, on the nominal value of, and the amount of the premium payable on, each share; and
(b)
reckoned exclusively of any amount payable otherwise than in cash.
(3)  The amount payable on application on each share offered to the public shall not be less than 5% of the nominal amount of the share.
(4)  If the conditions referred to in subsection (1)(a) and (b) have not been satisfied on the expiration of 4 months after the first issue of the prospectus, all money received from applicants for shares shall be forthwith repaid to them without interest, and, if any such money is not so repaid within 5 months after the issue of the prospectus, the directors of the company shall be jointly and severally liable to repay that money with interest at the rate of 10% per annum from the expiration of the period of 5 months but a director shall not be so liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.
(5)  An allotment made by a company to an applicant in contravention of this section or section 59(1) shall be voidable at the option of the applicant which option may be exercised by written notice served on the company within one month after the holding of the statutory meeting of the company and not later, or, in any case where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting within one month after the date of the allotment, and not later, and the allotment shall be so voidable notwithstanding that the company is in course of being wound up.
(6)  Every director of a company who knowingly contravenes or permits or authorises the contravention of any of the provisions of this section or section 59(1) shall be guilty of an offence and shall be liable in addition to the penalty or punishment for the offence to compensate the company and the allottee respectively for any loss, damages or costs which the company or the allottee has sustained or incurred thereby but no proceedings for the recovery of any such compensation shall be commenced after the expiration of two years from the date of the allotment.
(7)  Any condition requiring or binding any applicant for shares to waive compliance with any requirement of this section shall be void.
(8)  No company shall allot, and no officer or promoter of a company or a proposed company shall authorise or permit to be allotted, shares or debentures to the public on the basis of a prospectus after the expiration of 6 months from the issue of the prospectus.
(9)  If default is made in complying with subsection (8) the company and every officer or promoter of the company or proposed company 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 one year.
[15/84]
(10)  Where an allotment of shares or debentures is made on the basis of a prospectus after the expiration of 6 months from the issue of the prospectus, such allotment shall not, by reason only of that fact, be voidable or void.
[U.K.ss.47,49.]
[Aust. s. 48.]
Application and moneys to be held by the company in trust in a separate bank account until allotment
58.
—(1)  All application and other moneys paid prior to allotment by any applicant on account of shares or debentures offered to the public shall, until the allotment of the shares or debentures, be held by the company upon trust for the applicant in a separate bank account, being a bank account that is established and kept by the company solely for the purpose of depositing the application and other moneys that are paid by applicants for those shares or debentures but there shall be no obligation or duty on any bank with whom any such moneys have been deposited to enquire into or see to the proper application of those moneys so long as the bank acts in good faith.
[40/89]
(2)  If default is made in complying with this section every officer of the company in default 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.
[40/89]
Restriction on allotment in certain cases
59.
—(1)  A public company having a share capital which does not issue a prospectus on or with reference to its formation shall not allot any of its shares or debentures unless at least 3 days before the first allotment of either shares or debentures there has been lodged with the Registrar a statement in lieu of prospectus which complies with the requirements of this Act.
(2)  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 and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding one year.
[15/84]
[U.K.s.48.]
[Aust. s. 50.]
Requirements as to statements in lieu of prospectus
60.
—(1)  To comply with the requirements of this Act a statement in lieu of prospectus lodged by or on behalf of a company —
(a)
shall be signed by every person who is named therein as a director or a proposed director of the company or by his agent authorised in writing;
(b)
shall, subject to Part III of the Sixth Schedule, be in the form of and state the matters specified in Part I of that Schedule and set out the reports specified in Part II of that Schedule; and
(c)
shall, where the persons making any report specified in Part II of that Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of Part III of that Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor.
(2)  The Registrar shall not accept for registration any statement in lieu of prospectus unless it appears to him to comply with the requirements of this Act.
(3)  Where in any statement in lieu of prospectus there is any untrue statement or wilful non-disclosure any director who signed the statement in lieu of prospectus shall unless he proves either that the untrue statement or non-disclosure was immaterial or that he had reasonable ground to believe and did up to that time of the delivery for registration of the statement in lieu of prospectus believe that the untrue statement was true or the non-disclosure immaterial, 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 one year or to both.
[15/84]
[U.K.s.48.]
[Aust. s. 51.]
Restrictions on commencement of business in certain circumstances
61.
—(1)  Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing power —
(a)
if any money is or may become liable to be repaid to applicants for any shares or debentures offered for public subscription by reason of any failure to apply for or obtain permission for listing for quotation on any stock exchange; or
(b)
unless —
(i)
shares held subject to the payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription;
(ii)
every director has paid to the company on each of the shares taken or contracted to be taken by him, and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription; and
(iii)
there has been lodged with the Registrar a statutory declaration by the secretary or one of the directors of the company in the prescribed form verifying that the above conditions have been complied with.
(2)  Where a public company having a share capital has not issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing power unless —
(a)
there has been lodged with the Registrar a statement in lieu of prospectus which complies with the provisions of this Act;
(b)
every director of the company has paid to the company on each of the shares taken or contracted to be taken by him, and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash; and
(c)
there has been lodged with the Registrar a statutory declaration by the secretary or one of the directors of the company in the prescribed form verifying that paragraph (b) has been complied with.
(3)  The Registrar shall on the lodging of the statutory declaration in accordance with this section certify that the company is entitled to commence business and to exercise its borrowing powers and that certificate shall be conclusive evidence thereof.
(4)  Any contract made by a company before the date on which it is entitled to commence business shall be provisional only and shall not be binding on the company until that date, and on that date it shall become binding.
(5)  Where shares and debentures are offered simultaneously by a company for subscription, nothing in this section shall prevent the receipt by the company of any money payable on application for the debentures.
(6)  If any company commences business or exercises borrowing powers in contravention of this section every person who is responsible for the contravention shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.
[15/84]
[U.K.s.109.]
[Aust. s. 52.]
Restriction on varying contracts referred to in prospectus, etc.
62.  A company shall not before the statutory meeting vary the terms of a contract referred to in the prospectus or statement in lieu of prospectus, unless the variation is made subject to the approval of the statutory meeting.
[U.K.s.42.]
[Aust. s. 53.]
Division 3 — Shares
Return as to allotments
63.
—(1)  Where a company makes any allotment of its sharesor any of its shares are deemed to have been allotted under subsection (7) the company shall within one monththereafter lodge with the Registrar a return of the allotments stating —
(a)
the number and nominal amounts of the shares comprised in the allotment;
(b)
the amount, if any, paid, deemed to be paid, or due and payable on the allotment of each share;
(c)
where the capital of the company is divided into shares of different classes the class of shares to which each share comprised in the allotment belongs; and
(d)
the full name, identification, nationality (if such identification and nationality are required by the Registrar) and the address of each of the allottees and the number and class of shares allotted to him.
[15/84]
(2)  In subsection (1), “identification” means in the case of a person issued with an identity card, the number of his identity card and, in the case of a person not issued with an identity card, particulars of his passport or such other similar evidence of identification as is available.
[15/84]
(3)  The particulars mentioned in subsection (1)(d) need not be included in the return where a company to which section 198(1) applies has allotted shares —
(a)
for cash; or
(b)
for a consideration other than cash and the number of persons to whom the shares have been allotted exceeds 500.
(4)  Where shares are allotted or deemed to have been allotted as fully or partly paid up otherwise than in cash and the allotment is made pursuant to a contract in writing the company shall lodge with the return the contract evidencing the entitlement of the allottee or a copy of any such contract certified as prescribed.
(5)  If a certified copy of a contract is lodged the original contract duly stamped shall if the Registrar so requests be produced at the same time to the Registrar.
(6)  Where shares are allotted or are deemed to have been allotted as fully or partly paid up otherwise than in cash and the allotment is made —
(a)
pursuant to a contract not reduced to writing;
(b)
pursuant to a provision in the memorandum or articles; or
(c)
in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders, or in pursuance of the application of moneys held by the company in an account or reserve in paying up unissued shares to which the shareholders have become entitled,
the company shall lodge with the return a statement containing such particulars as are prescribed but, where the shares are allotted pursuant to a scheme of arrangement approved by the Court under section 210, the company may lodge an office copyof the order of the Court in lieu of the statement in the prescribed form.
(7)  For the purposes of this section, any shares issued without formal allotment to subscribers to the memorandum shall be deemed to have been allotted to such subscribers on the date of the incorporation of the company.
(8)  If default is made in complying with this section, 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 $4,000 and to a default penalty of $250.
[15/84]
[U.K.s.52.]
[Aust. s. 54.]
As to voting rights of equity shares in certain companies
64.
—(1)  Notwithstanding any provision in this Act or in the memorandum or articles of a company to which this section applies, but subject to section 180(1), each equity share issued by such a company after 29th December 1967 shall confer the right at a poll at any general meeting of the company to one vote, and to one vote only, in respect of each equity share unless it is a management share issued by a newspaper company under section 9 of the Newspaper and Printing Presses Act [Cap. 206].
(2)  Where any company to which this section applies has, prior to 29th December 1967, or, while it was a company to which this section did not apply, issued any equity share which does not comply with subsection (1), the company shall not issue any invitation to subscribe for or to purchase any shares or debentures of such company until the voting rights attached to each share of that company have been duly varied so as to comply with subsection (1).
[S 258/67]
(3)  For the purposes of this section, any alteration of the rights of issued preference shares so that they become equity shares shall be deemed to be an issue of equity shares.
(4)  The Minister may, by order published in the Gazette, declare that subsection (1) shall apply to all or any equity shares or any class of equity shares which have been issued before 29th December 1967 by a company to which this section applies and which is specified in the declaration and thereupon that subsection shall apply to such equity shares so issued by such company from such date as is specified in the declaration being a date not less than one year after the making of the declaration.
(5)  This section shall apply to —
(a)
a public company having a share capital; and
(b)
a subsidiary of such a public company.
(6)  Any person who makes any invitation to the public in breach of subsection (2) 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.
[15/84]
[22/93]
Differences in calls and payments, etc.
65.
—(1)  A company if so authorised by its articles may —
(a)
make arrangements on the issue of shares for varying the amounts and times of payment of calls as between shareholders;
(b)
accept from any member the whole or a part of the amount remaining unpaid on any shares although no part of that amount has been called up; and
(c)
pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.
Reserve liability
(2)  A limited company may by special resolution determine that any portion of its share capital which has not been already called up shall not be capable of being called up except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital shall not be capable of being called up except in the event and for the purposes of the company being wound up, but no such resolution shall prejudice the rights of any person acquired before the passing of the resolution.
[Aust.s.56.]
[U.K.s.59.]
[Aust. ss. 55, 56.]
Share warrants
66.
—(1)  A company shall not issue any share warrant stating that the bearer of the warrant is entitled to the shares therein specified and which enables the shares to be transferred by delivery of the warrant.
(2)  The bearer of a share warrant issued before 29th December 1967 shall be entitled, on surrendering it for cancellation, to have his name entered in the register of members.
(3)  The company shall be responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant issued before 29th December 1967 in respect of the shares therein specified without the warrant being surrendered and cancelled.
[Aust.s.57.]
[13/87]
Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.
67.
—(1)  A company may pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, if —
(a)
the payment is authorised by the articles;
(b)
the commission does not exceed 10% of the price at which the shares are issued or the amount or rate authorised by the articles, whichever is the less;
(c)
the amount or rate of the commission is —
(i)
in the case of shares offered to the public for subscription, disclosed in the prospectus; and
(ii)
in the case of shares not so offered, disclosed in the statement in lieu of prospectus, or in a statement in the prescribed form signed in like manner as a statement in lieu of prospectus and lodged before the payment of the commission with the Registrar, and, where a circular or notice not being a prospectus inviting subscription for the shares is issued, also disclosed in that circular or notice; and
(d)
the number of shares which persons have agreed for a commission to subscribe absolutely is disclosed in like manner.
(2)  Subject to subsection (1), no company shall apply any of its shares or capital money either directly or indirectly in payment of any commission, discount or allowance to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares or procuring or agreeing to procure subscriptions whether absolute or conditional for any shares in the company, whether the shares or money are so applied by being added to the purchase money of any property acquired by the company or to the contract price of any work to be executed for the company, or the money is paid out of the nominal purchase money or contract price or otherwise.
(3)  Nothing in this section shall affect the power of any company to pay such brokerage (in addition to or in lieu of the commission referred to in subsection (1)) as it has hitherto been lawful for a company to pay but the amount or rate per cent of the brokerage paid or agreed to be paid by the company shall (in the case of shares offered to the public for subscription) be disclosed in the prospectus or (in the case of shares not offered to the public for subscription) be disclosed in the statement in lieu of prospectus or in a statement in the prescribed form signed in like manner as a statement in lieu of prospectus and lodged before the payment of the brokerage with the Registrar, and, where a circular or notice not being a prospectus inviting subscription for the shares is issued, also disclosed in that circular or notice.
(4)  A vendor to, promoter of, or other person who receives payment in money or shares from, a company shall have power to apply any part of the money or shares so received in payment of any commission the payment of which if made directly by the company would have been lawful under this section.
(5)  If default is made in complying with this section relating to the lodging with the Registrar of the statement in the prescribed form, 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.
[15/84]
[U.K.s.53.]
[Aust. s. 58.]
Power to issue shares at a discount
68.
—(1)  Subject to this section, a company may issue shares at a discount of a class already issued if —
(a)
the issue of the shares at a discount is authorised by resolution passed in general meeting of the company and is confirmed by order of the Court;
(b)
the resolution specifies the maximum rate of discount at which the shares are to be issued;
(c)
at the date of the issue not less than one year has elapsed since the date on which the company was entitled to commence business; and
(d)
the shares are issued within one month after the date on which the issue is confirmed by order of the Court or within such extended time as the Court allows.
(2)  The Court, if having regard to all the circumstances of the case it thinks proper to do so, may make an order confirming the issue on such terms and conditions as it thinks fit.
(3)  Every prospectus relating to the issue of the shares shall contain particulars of the discount allowed or of so much of that discount as has not been written off at the date of the issue of the prospectus.
(4)  Notwithstanding any provision of its articles, a company shall not issue at a discount shares of any class unless it first offers the shares to every holder of shares of that class in the company proportionately to the number of those shares held by such holder.
(5)  Every such offer shall be made by notice specifying the number of shares to which the member is entitled and limiting a time not being less than 21 days within which the offer may be accepted.
(6)  If any such offer is not accepted within the time limited by the notice the shares may be issued on terms not more favourable than those offered to the shareholders.
(7)  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 and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[15/84]
[U.K.s.57.]
[Aust. s. 59.]
68.  [Deleted by Act 21/2005 wef 30/01/2006]
Issue of shares at premium
69.
—(1)  Where a company issues shares for which a premium is received by the company whether in cash or in the form of other valuable consideration a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account called the “share premium account”, and the provisions of this Act relating to the reduction of the share capital of a company shall, subject to this section, apply as if the share premium account were paid-up share capital of the company.
(2)  The share premium account may be applied —
(a)
in paying up unissued shares to be issued to members of the company as fully paid bonus shares;
(b)
in paying up in whole or in part the balance unpaid on shares previously issued to members of the company;
(c)
in the payment of dividends, if such dividends are satisfied by the issue of shares to members of the company;
(d)
in the case of a company which carries on insurance business in Singapore, by appropriation or transfer to any statutory fund established and maintained pursuant to the Insurance Act [Cap. 142];
(e)
in writing off —
(i)
the preliminary expenses of the company; or
(ii)
the expenses of, or the commission or brokerage paid or discount allowed on, any duty, fee or tax payable on or in connection with any issue of shares of the company; or
(f)
in providing for the premium payable on redemption of redeemable preference shares.
[U.K.s.56.]
[Aust. s. 60.]
Relief from section 69
69A.
—(1)  Sections 69B, 69C and 69D give relief from the requirements of section 69 in the circumstances mentioned in this section.
(2)  The relief given by section 69B or 69C applies where a company issues or has issued shares in circumstances to which either of those sections applies and the issue takes place on or after 27th February 1986.
(3)  The relief given by section 69D applies only where a company has issued shares in circumstances to which that section applies before 27th February 1986.
(4)  References in sections 69B, 69C and 69D to the issuing company are references to the company issuing the shares as mentioned in subsection (2) or (3).
[13/87]
Merger relief
69B.
—(1)  Subject to section 69C, this section applies where the issuing company has secured at least a 90% equity holding in another company in pursuance of any arrangement providing for the allotment of equity shares in the issuing company on terms that the consideration for the shares allotted is to be provided by the issue or transfer to the issuing company of equity shares in that other company or by the cancellation of any such shares not held by the issuing company.
(2)  Where the equity shares in the issuing company allotted in pursuance of the arrangement in consideration for the acquisition or cancellation of equity shares in the other company are issued at a premium, section 69 shall not apply to the premiums on those shares.
(3)  Where the arrangement also provides for the allotment of any shares in the issuing company on terms that the consideration for those shares is to be provided by the issue or transfer to the issuing company of shares, which are non-equity shares, in the other company or by the cancellation of any such shares in that company not held by the issuing company, the relief from section 69 provided by subsection (2) shall extend to any shares in the issuing company allotted on those terms in pursuance of the arrangement.
(4)  Subject to subsection (5), the issuing company shall be regarded for the purposes of this section as having secured at least a 90% equity holding in another company in pursuance of any such arrangement as is mentioned in subsection (1) if in consequence of any acquisition or cancellation of equity shares in that company in pursuance of that arrangement it holds equity shares in that company (whether all or any of those shares were acquired in pursuance of that arrangement or not) of an aggregate nominal value equal to 90% or more of the nominal value of that company’s equity share capital.
(5)  Where the equity share capital of the other company in question is divided into different classes of shares this section shall not apply unless the requirements of subsection (1) are satisfied in relation to each of those classes taken separately.
(6)  Shares held by a company which is the issuing company’s holding company or subsidiary or a subsidiary of the issuing company’s holding company, or by its or their nominees, shall be regarded for the purposes of this section as held by the issuing company.
(7)  In this section —
“equity share capital”, in relation to a company, means its issued share capital excluding any part thereof which neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;
“equity shares” means shares comprised in a company’s equity share capital;
“non-equity shares” means shares of any class that is not comprised in a company’s equity share capital.
[13/87]
Relief from section 69 in respect of group reconstruction
69C.
—(1)  This section applies where the issuing company —
(a)
is a wholly-owned subsidiary; and
(b)
allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to it of shares in another subsidiary (whether wholly-owned or not) of the holding company.
(2)  Where the shares in the issuing company allotted in consideration for the transfer are issued at a premium, the issuing company shall not be required by section 69 to transfer any amount in excess of the minimum premium value to the share premium account.
(3)  In subsection (2), “the minimum premium value” means the amount, if any, by which the base value of the shares transferred exceeds the aggregate nominal value of the shares allotted in consideration for the transfer.
(4)  For the purposes of subsection (3), the base value of the shares transferred shall be taken as —
(a)
the cost of those shares to the company transferring them; or
(b)
the amount at which those shares are stated in that company’s accounting records immediately before the transfer,
whichever is the lesser.
(5)  Section 69B shall not apply in any case to which this section applies.
[13/87]
Retrospective relief from section 69 in certain circumstances
69D.
—(1)  Subject to section 69A(3) and subsection (2) of this section, this section applies where the issuing company has issued at a premium shares which were allotted in pursuance of any arrangement providing for the allotment of shares in the issuing company on terms that the consideration for the shares allotted was to be provided by the issue or transfer to the issuing company of shares in another company or by the cancellation of any shares in that other company not held by the issuing company.
(2)  The other company in question must either have been at the time of the arrangement a subsidiary of the issuing company or of any company which was then the issuing company’s holding company or have become such a subsidiary on the acquisition or cancellation of its shares in pursuance of the arrangement.
(3)  Any part of the premiums on the shares so issued which was not transferred to the company’s share premium account in accordance with section 69 shall be treated as if section 69 had never applied to those premiums (and may, accordingly, be disregarded in determining the sum to be included in the company’s share premium account).
[13/87]
Provisions supplementary to sections 69B and 69C
69E.
—(1)  An amount corresponding to any amount representing the premiums or part of the premiums on shares issued by a company which by virtue of section 69B, 69C or 69D is not included in the company’s share premium account may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s balance-sheet.
(2)  References in sections 69B, 69C and 69D and in this section (however expressed) to —
(a)
the acquisition by any company of shares in another company; and
(b)
the issue or allotment of shares to or the transfer of shares to or by any company,
include references respectively to the acquisition of any of those shares by and to the issue or allotment or (as the case may require) the transfer of any of those shares to, or by nominees of, that company; and the reference in section 69C(4)(a) to the company transferring the shares therein mentioned shall be construed accordingly.
(3)  References in sections 69B, 69C and 69D and in this section to the transfer of shares in a company include references to the transfer of a right to be included in the company’s register of members in respect of those shares.
(4)  In sections 69B and 69D, “arrangement” means any agreement, scheme or arrangement (including an arrangement sanctioned in accordance with section 210 or 306).
(5)  In sections 69B, 69C and 69D and in this section, “company”, except in references to the issuing company, includes a corporation.
[13/87]
Power to make provision extending or restricting relief from section 69
69F.
—(1)  The Minister may, by regulations, make such provision as appears to him to be appropriate —
(a)
for relieving companies from the requirements of section 69 in relation to premiums other than cash premiums; or
(b)
for restricting or otherwise modifying any relief from the requirements provided by sections 69A to 69E.
(2)  Regulations made under this section may make different provision for different cases or classes of cases and may contain such incidental and supplementary provisions as the Minister thinks fit.
[13/87]
Redeemable preference shares
70.
—(1)  Subject to this section, a company having a share capital may, if so authorised by its articles, issue preference shares which are, or at the option of the company are to be, liable to be redeemed and the redemption shall be effected only on such terms and in such manner as is provided by the articles.
(2)  The redemption shall not be taken as reducing the amount of authorised share capital of the company.
(3)  The shares shall not be redeemed —
(a)
except out of profits which would otherwise be available for dividend, or out of the proceeds of a fresh issue of shares made for the purposes of the redemption; and
(b)
unless they are fully paid up.
(4)  The premium, if any, payable on redemption shall be provided for out of profits or the share premium account before the shares are redeemed.
(5)  Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall out of profits which would otherwise have been available for dividend be transferred to a reserve called the “capital redemption reserve” a sum equal to the nominal amount of the shares redeemed, and the provisions of this Act relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the capital redemption reserve were paid-up share capital of the company.
(6)  Where in pursuance of this section a company has redeemed or is about to redeem any preference shares, it may issue shares up to the nominal amount of the shares redeemed or to be redeemed as if those shares had never been issued, and accordingly the share capital of the company shall not, for the purposes of any fee under this Act, be deemed to be increased by such issue but where new shares are issued before the redemption of the old shares, the new shares shall not, so far as relates to any fee under this Act, be deemed to have been issued in pursuance of this subsection unless the old shares have been redeemed within one month after the issue of the new shares.
(7)  The capital redemption reserve may be applied in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares.
(8)  If a company redeems any redeemable preference shares it shall within 14 days after so doing give notice thereof to the Registrar specifying the shares redeemed.
[U.K.s.58.Aust.s.61.]
Power of company to alter its share capital
71.
—(1)  A company, if so authorised by its articles, may in general meeting alter the conditions of its memorandum in any one or more of the following ways:
(a)
increase its share capital by the creation of new shares of such amount as it thinks expedient;
(b)
consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(c)
convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares of any denomination;
(d)
subdivide its shares or any of them into shares of smaller amount than is fixed by the memorandum, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
(e)
cancel shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled.
Cancellations
(2)  A cancellation of shares under this section shall not be deemed to be a reduction of share capital within the meaning of this Act.
As to share capital of unlimited company on re-registration
(3)  An unlimited company having a share capital may by any resolution passed for the purposes of section 30(1) —
(a)
increase the nominalamount of its share capital by increasing the nominal amount of each of its shares, but subject to the condition that no part of the increased capital shall be capable of being called up except in the event and for the purposes of the company being wound up; and
(b)
in addition or alternatively, provide that a specified portion of its uncalled share capital shall not be capable of being called up except in the event and for the purposes of the company being wound up.
Notice of increase of share capital
(4)  Where a company has increased its share capital beyond the registered capital, it shall within one month after the passing of the resolution authorising the increase lodge with the Registrar notice of the increase.
(5)  If any company fails to comply with subsection (4), 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.
[15/84]
[U.K.ss.61,64.]
[Aust. s. 62.]
Validation of shares improperly issued
72.  Where a company has purported to issue or allot shares and the creation, issue or allotment of those shares was invalid by reason of any provision of this or any other written law or of the memorandum or articles of the company or otherwise or the terms of issue or allotment were inconsistent with or unauthorised by any such provision the Court may upon application made by the company or by a holder or mortgagee of any of those shares or by a creditor of the company and upon being satisfied that in all the circumstances it is just and equitable to do so make an order validating the issue or allotment of those shares or confirming the terms of issue or allotment thereof or both and upon an office copyof the order being lodged with the Registrar those shares shall be deemed to have been validly issued or allotted upon the terms of the issue or allotment thereof.
[Aust.s.63.]
Special resolution for reduction of share capital
73.
—(1)  Subject to confirmation by the Court, a company may, if so authorised by its articles by special resolution, reduce its share capital in any way and in particular, without limiting the generality of the foregoing, may do all or any of the following:
(a)
extinguish or reduce the liability on any of its shares in respect of share capital not paid up;
(b)
cancel any paid-up capital which is lost or unrepresented by available assets;
(c)
pay off any paid-up share capital which is in excess of the needs of the company,
and may so far as necessary alter its memorandum by reducing the amount of its share capital and of its shares accordingly.
(2)  Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, and in any other case if the Court so directs —
(a)
every creditor of the company who at the date fixed by the Court is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company shall be entitled to object to the reduction;
(b)
the Court, unless satisfied on affidavit that there are no such creditors, shall settle a list of creditors so entitled to object and for that purpose shall ascertain as far as possible without requiring an application from any creditor the names of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a final day on or before which creditors not entered on the list may claim to be so entered; and
(c)
where a creditor entered on the list whose debt or claim is not discharged or has not been determined does not consent to the reduction, the Court may dispense with the consent of that creditor on the company securing payment of his debt or claim by appropriating as the Court directs —
(i)
if the company admits the full amount of the debt or claim or though not admitting it is willing to provide for it, the full amount of the debt or claim; or
(ii)
if the company does not admit and is not willing to provide for the full amount of the debt or claim or if the amount is contingent or not ascertained, an amount fixed by the Court after the like inquiry and adjudication as if the company were being wound up by the Court.
(3)  Notwithstanding subsection (2), the Court may, having regard to any special circumstances of any case, direct that all or any of the provisions of that subsection shall not apply as regards any class of creditors.
(4)  The Court, if satisfied with respect to every creditor who under subsection (2) is entitled to object, that either his consent to the reduction has been obtained or his debt or claim has been discharged or has determined or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit.
(5)  An order made under subsection (4) shall show the amount of the share capital of the company as altered by the order, the number of shares into which it is to be divided and the amount of each share and the amount, if any, at the date of the order deemed to be paid up on each share.
(6)  On the lodging of an office copyof the order with the Registrar the resolution for reducing share capital as confirmed by the order so lodged shall take effect.
(7)  The certificate of the Registrar shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with and that the share capital of the company is such as is stated in the order.
(8)  On the lodging of the copy of the order the particulars shown in the order pursuant to subsection (5) shall be deemed to be substituted for the corresponding particulars in the memorandum and such substitution and any addition ordered by the Court to be made to the name of the company shall (in the case of any addition to the name, for such period as is specified in the order of the Court) be deemed to be alterations of the memorandum for the purposes of this Act.
(9)  A member, past or present, shall not be liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount of the share as fixed by the order and the amount paid, or the reduced amount, if any, which is to be deemed to have been paid, on the share, as the case may be, but where any creditor entitled to object to the reduction is, by reason of his ignorance of the proceedings for reduction or of their nature and effect with respect to his claim, not entered on the list of creditors, and after the reduction the company is unable, within the meaning of this Act with respect to winding up by the Court, to pay the amount of his debt or claim —
(a)
every person who was a member of the company at the date of the lodging of the copy of the order for reduction shall be liable to contribute for the payment of that debt or claim an amount not exceeding the amount which he would have been liable to contribute if the company had commenced to be wound up on the day before that date; and
(b)
if the company is wound up the Court, on the application of any such creditor and proof of his ignorance of the proceedings for reduction or of their nature and effect with respect to his claim may, if it thinks fit, settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list as if they were ordinary contributories in a winding up,
but nothing in this subsection shall affect the rights of the contributories among themselves.
(10)  Every officer of the company who —
(a)
wilfully conceals the name of any creditor entitled to object to the reduction;
(b)
wilfully misrepresents the nature or amount of the debt or claim of any creditor; or
(c)
aids, abets or is privy to any such concealment or misrepresentation,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years.
[15/84]
(11)  This section shall not apply to an unlimited company, but nothing in this Act shall preclude an unlimited company from reducing in any way its share capital, including any amount in its share premium account.
[U.K.ss.66-71.]
[Aust. s. 64.]
Rights of holders of classes of shares
74.
—(1)  If, in the case of a company the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorising the variation or abrogation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and in pursuance of that provision the rights attached to any such class of shares are at any time varied or abrogated the holders of not less in the aggregate than 5% of the issued shares of that class may apply to the Court to have the variation or abrogation cancelled, and, if any such application is made, the variation or abrogation shall not have effect until confirmed by the Court.
(2)  An application shall not be invalid by reason of the applicants or any of them having consented to or voted in favour of the resolution for the variation or abrogation if the Court is satisfied that any material fact was not disclosed by the company to those applicants before they so consented or voted.
(3)  The application shall be made within one month after the date on which the consent was given or the resolution was passed or such further time as the Court allows, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they appoint in writing for the purpose.
(4)  On the application the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, may, if satisfied having regard to all the circumstances of the case that the variation or abrogation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation or abrogation, as the case may be, and shall, if not so satisfied, confirm it and the decision of the Court shall be final.
(5)  The company shall, within 14 days after the making of an order by the Court on any such application, lodge an office copyof the order with the Registrar and if default is made in complying with this provision 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]
(6)  The issue by a company of preference shares ranking pari passu with existing preference shares issued by the company shall be deemed to be a variation of the rights attached to those existing preference shares unless the issue of the first-mentioned shares was authorised by the terms of issue of the existing preference shares or by the articles of the company in force at the time the existing preference shares were issued.
(7)  For the purposes of this section, the alteration of any provision in the memorandum or articles of a company which affects or relates to the manner in which the rights attaching to the shares of any class may be varied or abrogated shall be deemed to be a variation or abrogation of the rights attached to the shares of that class.
(8)  This section shall not operate so as to limit or derogate from the rights of any person to obtain relief under section 216.
[U.K.s.72.]
[Aust. s. 65.]
[10/74]
Rights of holders of preference shares to be set out in memorandum or articles
75.
—(1)  No company shall allot any preference shares or convert any issued shares into preference shares unless there are set out in its memorandum or articles the rights of the holders of those shares with respect to repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividend in relation to other shares or other classes of preference shares.
(2)  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 and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]
[Aust.s.66.]
Company financing dealings in its shares, etc.
76.
—(1)  Except as otherwise expressly provided by this Act, a company shall not —
(a)
whether directly or indirectly, give any financial assistance for the purpose of, or in connection with —
(i)
the acquisition by any person, whether before or at the same time as the giving of financial assistance, of —
(A)
shares or units of shares in the company; or
(B)
shares or units of shares in a holding company of the company; or
(ii)
the proposed acquisition by any person of —
(A)
shares or units of shares in the company; or
(B)
shares or units of shares in a holding company of the company;
(b)
whether directly or indirectly, in any way —
(i)
acquire shares or units of shares in the company; or
(ii)
purport to acquire shares or units of shares in a holding company of the company; or
(c)
whether directly or indirectly, in any way, lend money on the security of —
(i)
shares or units of shares in the company; or
(ii)
shares or units of shares in a holding company of the company.
(2)  A reference in this section to the giving of financial assistance includes a reference to the giving of financial assistance by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise.
(3)  For the purposes of this section, a company shall be taken to have given financial assistance for the purpose of an acquisition or proposed acquisition referred to in subsection (1)(a) (referred to in this subsection as the relevant purpose) if —
(a)
the company gave the financial assistance for purposes that included the relevant purpose; and
(b)
the relevant purpose was a substantial purpose of the giving of the financial assistance.
(4)  For the purposes of this section, a company shall be taken to have given financial assistance in connection with an acquisition or proposed acquisition referred to in subsection (1)(a) if, when the financial assistance was given to a person, the company was aware that the financial assistance would financially assist —
(a)
the acquisition by a person of shares or units of shares in the company; or
(b)
where shares in the company had already been acquired — the payment by a person of any unpaid amount of the subscription payable for the shares or of any premium payable in respect of the shares, or the payment of any calls on the shares.
(5)  If a company contravenes subsection (1), the company shall not be guilty of an offence, notwithstanding section 407, but each 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 $20,000 or to imprisonment for a term not exceeding 3 years or to both.
(6)  Where a person is convicted of an offence under subsection (5) and the Court by which he is convicted is satisfied that the company or another person has suffered loss or damage as a result of the contravention that constituted the offence, that Court may, in addition to imposing a penalty under that subsection, order the convicted person to pay compensation to the company or other person, as the case may be, of such amount as the Court specifies, and any such order may be enforced as if it were a judgment of the Court.
(7)  The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (6) from the liability to have such an order made against him.
(8)  Nothing in subsection (1) prohibits —
(a)
the payment of a dividend by a company in good faith and in the ordinary course of commercial dealing;
(b)
a payment made by a company pursuant to a reduction of capital in accordance with section 73;
(c)
the discharge by a company of a liability of the company that was incurred in good faith as a result of a transaction entered into on ordinary commercial terms;
(d)
anything done in pursuance of an order of Court made under section 210;
(e)
anything done under an arrangement made in pursuance of section 306;
(f)
anything done under an arrangement made between a company and its creditors which is binding on the creditors by virtue of section 309;
(g)
where a corporation is a borrowing corporation by reason that it is or will be under a liability to repay moneys received or to be received by it —
(i)
the giving, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of a guarantee in relation to the repayment of those moneys, whether or not the guarantee is secured by any charge over the property of that company; or
(ii)
the provision, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of security in relation to the repayment of those moneys;
(h)
the purchase by a company of shares in the company pursuant to an order of a Court;
(i)
the creation or acquisition, in good faith and in the ordinary course of commercial dealing, by a company of a lien on shares in the company (other than fully-paid shares) for any amount payable to the company in respect of the shares; or
(j)
the entering into, in good faith and in the ordinary course of commercial dealing, of an agreement by a company with a subscriber for shares in the company permitting the subscriber to make payments for the shares (including payments in respect of any premium)by instalments,
but nothing in this subsection —
(i)
shall be construed as implying that a particular act of a company would, but for this subsection, be prohibited by subsection (1); or
(ii)
shall be construed as limiting the operation of any rule of law permitting the giving of financial assistance by a company, the acquisition of shares or units of shares by a company or the lending of money by a company on the security of shares.
(9)  Nothing in subsection (1) prohibits —
(a)
the making of a loan, the giving of a guarantee or the provision of security by a company in the ordinary course of its business where the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore and where —
(i)
that business includes the lending of money, or the giving of guarantees or the provision of security in connection with loans made by other persons; and
(ii)
the loan that is made by the company, or, where the guarantee is given or the security is provided in respect of a loan, that loan, is made on ordinary commercial terms as to the rate of interest, the terms of repayment of principal and payment of interest, the security to be provided and otherwise; or
(b)
the giving by a company of financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of fully-paid shares or units of fully-paid shares in the company or in a holding company of the company to be held by or for the benefit of employees of the company or of a corporation that is related to the company, including any director holding a salaried employment or office in the company or in the corporation.
(10)  Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company of the company if —
(a)
the company, by special resolution, resolves to give financial assistance for the purpose of or in connection with, that acquisition;
(b)
where —
(i)
the company is a subsidiary of a listed corporation; or
(ii)
the company is not a subsidiary of a listed corporation but is a subsidiary whose ultimate holding company is incorporated in Singapore,
the listed corporation or the ultimate holding company, as the case may be, has, by special resolution, approved the giving of the financial assistance;
(c)
the notice specifying the intention to propose the resolution referred to in paragraph (a) as a special resolution sets out —
(i)
particulars of the financial assistance proposed to be given and the reasons for the proposal to give that assistance; and
(ii)
the effect that the giving of the financial assistance would have on the financial position of the company and, where the company is included in a group of corporations consisting of a holding company and a subsidiary or subsidiaries, the effect that the giving of the financial assistance would have on the financial position of the group of corporations,
and is accompanied by a copy of a statement made in accordance with a resolution of the directors, setting out the names of any directors who voted against the resolution and the reasons why they so voted, and signed by not less than two directors, stating whether, in the opinion of the directors who voted in favour of the resolution, after taking into account the financial position of the company (including future liabilities and contingent liabilities of the company), the giving of the financial assistance would be likely to prejudice materially the interests of the creditors or members of the company or any class of those creditors or members;
(d)
the notice specifying the intention to propose the resolution referred to in paragraph (b) as a special resolution is accompanied by a copy of the notice, and a copy of the statement, referred to in paragraph (c);
(e)
not later than the day next following the day when the notice referred to in paragraph (c) is despatched to members of the company there is lodged with the Registrar a copy of that notice and a copy of the statement that accompanied that notice;
(f)
the notice referred to in paragraph (c) and a copy of the statement referred to in that paragraph are sent to —
(i)
all members of the company;
(ii)
all trustees for debenture holders of the company; and
(iii)
if there are no trustees for, or for a particular class of, debenture holders of the company — all debentures holders, or all debenture holders of that class, as the case may be, of the company whose names are, at the time when the notice is despatched, known to the company;
(g)
the notice referred to in paragraph (d) and the accompanying documents are sent to —
(i)
all members of the listed corporation or of the ultimate holding company;
(ii)
all trustees for debenture holders of the listed corporation or of the ultimate holding company; and
(iii)
if there are no trustees for, or for a particular class of, debenture holders of the listed corporation or of the ultimate holding company — all debenture holders or debenture holders of that class, as the case may be, of the listed corporation or of the ultimate holding company whose names are, at the time when the notice is despatched, known to the listed corporation or the ultimate holding company;
(h)
within 21 days after the general meeting of the company at which the resolution referred to in paragraph (a) is passed or, in a case to which paragraph (b) applies, the general meeting of the listed corporation or ultimate holding company at which the resolution referred to in that paragraph is passed, whichever is the later, a notice —
(i)
setting out the terms of the resolution referred to in paragraph (a); and
(ii)
stating that any of the persons referred to in subsection (12) may, within the period referred to in that subsection, make an application to the Court opposing the giving of the financial assistance,
is published in a daily newspaper circulating generally in Singapore;
(i)
no application opposing the giving of the financial assistance is made within the period referred to in subsection (12) or, if such an application or applications has or have been made, the application or each of the applications has been withdrawn or the Court has approved the giving of the financial assistance; and
(j)
the financial assistance is given in accordance with the terms of the resolution referred to in paragraph (a) and not earlier than —
(i)
in a case to which sub-paragraph (ii) does not apply — the expiration of the period referred to in subsection (12); or
(ii)
if an application or applications has or have been made to the Court within that period —
(A)
where the application or each of the applications has been withdrawn — the withdrawal of the application or of the last of the applications to be withdrawn; or
(B)
in any other case — the decision of the Court on the application or applications.
(11)  Where, on application to the Court by a company, the Court is satisfied that the provisions of subsection (10) have been substantially complied with in relation to a proposed giving by the company of financial assistance of a kind mentioned in that subsection, the Court may, by order, declare that the provisions of that subsection have been complied with in relation to the proposed giving by the company of financial assistance.
(12)  Where a special resolution referred to in subsection (10)(a) is passed by a company, an application to the Court opposing the giving of the financial assistance to which the special resolution relates may be made, within the period of 21 days after the publication of the notice referred to in subsection (10)(h) —
(a)
by a member of the company;
(b)
by a trustee for debenture holders of the company;
(c)
by a debenture holder of the company;
(d)
by a creditor of the company;
(e)
if subsection (10)(b) applies by —
(i)
a member of the listed corporation or ultimate holding company that passed a special resolution referred to in that subsection;
(ii)
a trustee for debenture holders of that listed corporation or ultimate holding company;
(iii)
a debenture holder of that listed corporation or ultimate holding company; or
(iv)
a creditor of that listed corporation or ultimate holding company; or
(f)
by the Registrar.
(13)  Where an application or applications opposing the giving of financial assistance by a company in accordance with a special resolution passed by the company is or are made to the Court under subsection (12), the Court —
(a)
shall, in determining what order or orders to make in relation to the application or applications, 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 of the company or of any class of them; and
(b)
shall not make an order approving the giving of the financial assistance unless the Court is satisfied that —
(i)
the company has disclosed to the members of the company all material matters relating to the proposed financial assistance; and
(ii)
the proposed financial assistance would not, after taking into account the financial position of the company (including any future or contingent liabilities), be likely to prejudice materially the interests of the creditors or members of the company or of any class of those creditors or members,
and may do all or any of the following:
(A)
if it thinks fit, make an order for the purchase by the company of the interests of dissentient members of the company and for the reduction accordingly of the capital of the company;
(B)
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 or by a subsidiary of the company) of the interests of dissentient members;
(C)
give such ancillary or consequential directions and make such ancillary or consequential orders as it thinks expedient;
(D)
make an order disapproving the giving of the financial assistance or, subject to paragraph (b), an order approving the giving of the financial assistance.
(14)  Where the Court makes an order under this section in relation to the giving of financial assistance by a company, the company shall, within 14 days after the order is made, lodge with the Registrar an office copyof the order.
(15)  The passing of a special resolution by a company for the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company, and the approval by the Court of the giving of the financial assistance, do not relieve a director of the company of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of the financial assistance.
(16)  A reference in this section to an acquisition or proposed acquisition of shares or units of shares is a reference to any acquisition or proposed acquisition whether by way of purchase, subscription or otherwise.
(17)  This section does not apply in relation to the doing of any act or thing pursuant to a contract entered into before 15th May 1987 if the doing of that act or thing would have been lawful if this Act had not been enacted.
[13/87]
[U.K.s.54.]
[Aust. s. 67.]
[13/87]
Consequences of company financing dealings in its shares, etc.
76A.
—(1)  The following contracts or transactions made or entered into in contravention of section 76 shall be void:
(a)
a contract or transaction by which a company acquires or purports to acquire its own shares or units of its own shares, or shares or units of shares in its holding company; and
(b)
a contract or transaction by which a company lends money on the security of its own shares or units of its own shares, or on the security of shares or units of shares in its holding company.
(2)  Subject to subsection (1), a contract or transaction made or entered into in contravention of section 76, or a contract or transaction related to such contract or transaction, shall be voidable at the option of the company. The company may, subject to the following provisions of this section, avoid any contract or transaction to which this subsection applies by giving notice in writing to the other party or parties to the contract or transaction.
(3)  The Court may, on the application of a member of a company, a holder of debentures of a company, a trustee for the holders of debentures of a company or a director of a company, by order, authorise the member, holder of debentures, trustee or director to give a notice or notices under subsection (2) in the name of the company.
(4)  Where —
(a)
a company makes or performs a contract, or engages in a transaction;
(b)
the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or the contract or transaction is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section; and
(c)
the Court is satisfied, on the application of the company or of any other person, that the company or that other person has suffered, or is likely to suffer, loss or damage as a result of —
(i)
the making or performance of the contract or the engaging in of the transaction;
(ii)
the making or performance of a related contract or the engaging in of a related transaction;
(iii)
the contract or transaction being void by reason of subsection (1) or avoided under subsection (2); or
(iv)
a related contract or transaction being void by reason of subsection (1) or avoided under subsection (2),
the Court may make such order or orders as it thinks just and equitable (including, without limiting the generality of the foregoing, all or any of the orders mentioned in subsection (5)) against any party to the contract or transaction or to the related contract or transaction, or against the company or against any person who aided, abetted, counselled or procured, or was, by act or omission, in any way, directly or indirectly, knowingly concerned in or party to the contravention.
(5)  The orders that may be made under subsection (4) include —
(a)
an order directing a person to refund money or return property to the company or to another person;
(b)
an order directing a person to pay to the company or to another person a specified amount of the loss or damage suffered by the company or other person; and
(c)
an order directing a person to indemnify the company or another person against any loss or damage that the company or other person may suffer as a result of the contract or transaction or as a result of the contract or transaction being or having become void.
(6)  If a certificate signed by not less than two directors, or by a director and a secretary, of a company stating that the requirements of section 76(10)(a) to (j), inclusive, have been complied with in relation to the proposed giving by the company of financial assistance for the purposes of an acquisition or proposed acquisition by a person of shares or units in the company or in a holding company of the company is given to a person —
(a)
the person to whom the certificate is given is not under any liability to have an order made against him under subsection (4) by reason of any contract made or performed, or any transaction engaged in, by him in reliance on the certificate; and
(b)
any such contract or transaction is not invalid, and is not voidable under subsection (2), by reason that the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section.
(7)  Subsection (6) does not apply in relation to a person to whom a certificate is given under that subsection in relation to a contract or transaction if the Court, on application by the company concerned or any other person who has suffered, or is likely to suffer, loss or damage as a result of the making or performance of the contract or the engaging in of the transaction, or the making or performance of a related contract or the engaging in of a related transaction, by order, declares that it is satisfied that the person to whom the certificate was given became aware before the contract was made or the transaction was engaged in that the requirements of section 76(10) had not been complied with in relation to the financial assistance to which the certificate related.
(8)  For the purposes of subsection (7), a person shall, in the absence of proof to the contrary, be deemed to have been aware at a particular time of any matter of which an employee or agent of the person having duties or acting on behalf of the person in relation to the relevant contract or transaction was aware at the time.
(9)  In any proceeding, a document purporting to be a certificate given under subsection (6) shall, in the absence of proof to the contrary, be deemed to be such a certificate and to have been duly given.
(10)  A person who has possession of a certificate given under subsection (6) shall, in the absence of proof to the contrary, be deemed to be the person to whom the certificate was given.
(11)  If a person signs a certificate stating that the requirements of section 76(10) have been complied with in relation to the proposed giving by a company of financial assistance and any of those requirements had not been complied with in respect of the proposed giving of that assistance at the time when the certificate was signed by that person, the person 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 one year or to both.
(12)  It is a defence to a prosecution for an offence under subsection (11) if the defendant proves that at the time when he signed the certificate he believed on reasonable grounds that all the requirements of section 76(10) had been complied with in respect of the proposed giving of financial assistance to which the certificate relates.
(13)  The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (4) from the liability to have such an order made against him.
(14)  If a company makes a contract or engages in a transaction under which it gives financial assistance as mentioned in section 76(1)(a) or lends money as mentioned in section 76(1)(c), any contract or transaction made or engaged in as a result of or by means of, or in relation to, that financial assistance or money shall be deemed for the purposes of this section to be related to the first-mentioned contract or transaction.
(15)  Any rights or liabilities of a person under this section (including rights or liabilities under an order made by the Court under this section) are in addition to and not in derogation of any rights or liabilities of that person apart from this section but, where there would be any inconsistency between the rights and liabilities of a person under this section or under an order made by the Court under this section and the rights and liabilities of that person apart from this section, the provisions of this section or of the order made by the Court shall prevail.
[13/87]
Options over unissued shares
77.
—(1)  An option granted after 29th December 1967 by a public company which enables any person to take up unissued shares of the company after a period of 5 years has elapsed from the date on which the option was granted shall be void.
(2)  Subsection (1) shall not apply in any case where the holders of debentures have an option to take up shares of the company by way of redemption of the debentures.
[Aust.s.68.]
[S 258/67]
Power of company to pay interest out of capital in certain cases
78.  Where any shares of a company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a long period, the company may pay interest on so much of such share capitalas is for the time being paid up and charge the interest so paid to capital as part of the cost of the construction or provision but —
(a)
no such payment shall be made unless it is authorised, by the articles or by special resolution, and is approved by the Court;
(b)
before approving any such payment, the Court may at the expense of the company appoint a person to inquire and report as to the circumstances of the case, and may require the company to give security for the payment of the costs of the inquiry;
(c)
the payment shall be made only for such period as is determined by the Court, but in no case extending beyond a period of 12 months after the works or buildings have been actually completed or the plant provided;
(d)
the rate of interest shall in no case exceed 5% per annum or such other rate as is for the time being prescribed; and
(e)
the payment of the interest shall not operate as a reduction of the shares in respect of which it is paid.
[U.K.s.65.]
[Aust. s. 69.]
Division 4 — Substantial shareholdings
Application and interpretation of Division
79.
—(1)  This section shall have effect for the purposes of this Division but shall not prejudice the operation of any other provision of this Act.
(2)  A reference to a company is a reference —
(a)
to a company all or any of the shares in which are listed for quotation on the official list of a stock exchange as defined in the Securities Industry Act;
(b)
to a body corporate, being a body incorporated in Singapore, that is for the time being declared by the Minister, by notification in the Gazette, to be a company for the purposes of this Division; or
(c)
to a body, not being a body corporate formed in Singapore, that is for the time being declared by the Minister, by notification in the Gazette, to be a company for the purposes of this Division.
[62/70.49/73]
(3)  In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock shall be deemed to be an interest in an issued share in the company having the same nominal amount as the amount of that stock and having attached to it the same rights as are attached to that stock.
(4)  A reference in the definition of “voting share” in section 4(1) to a body corporate includes a reference to a body referred to in subsection (2)(c).
Persons obliged to comply with Division
80.
—(1)  The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate, whether incorporated or carrying on business in Singapore or not.
(2)  This Division extends to acts done or omitted to be done outside Singapore.
[62/70]
Substantial shareholdings and substantial shareholders
81.
—(1)  For the purposes of this Division, a person has a substantial shareholding in a company if he has an interest or interests in one or more voting shares in the company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than 5% of the aggregate of the nominal amount of all the voting shares in the company.
(2)  For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into two or more classes of shares, if he has an interest or interests in one or more voting shares included in one of those classes and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than 5% of the nominal amount of all the voting shares included in that class.
[10/74]
(3)  For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company.
(4)  Every person who, on 15th November 1974 —
(a)
has an interest or interests in one or more voting shares in a company; or
(b)
in the case of a company the share capital of which is divided into two or more classes of shares, has an interest or interests in one or more voting shares included in one of those classes,
and the nominal value of that share or the aggregate of the nominal amount of those shares is equal to 5% or more but less than 10% of the aggregate of the nominal amount of all the voting shares in the company has a substantial shareholding in the company and is a substantial shareholder of that company and shall be under an obligation to give notice in writing to the company stating full particulars of the voting shares in the company in which he has an interest or interests and the full particulars of each such interest and of the circumstances by reason of which he has that interest.
[10/74]
[S 318/74]
(5)  This Division shall apply to a substantial shareholder under subsection (4).
[10/74]
[62/70]
Substantial shareholder to notify company of his interests
82.
—(1)  A person who is a substantial shareholder in a company shall give notice in writing to the company stating his name and address and full particulars (including unless the interest or interests cannot be related to a particular share or shares the name of the person who is registered as the holder) of the voting shares in the company in which he has an interest or interests and full particulars of each such interest and of the circumstances by reason of which he has that interest.
(2)  The notice shall be given —
(a)
if the person was a substantial shareholder on 1st October 1971 — within one month after that date; or
[S 249/71]
(b)
if the person became a substantial shareholder after that date — within two days after becoming a substantial shareholder.
(3)  The notice shall be so given notwithstanding that the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) is applicable.
[62/70]
[49/73]
[13/87]
Substantial shareholder to notify company of change in his interests
83.
—(1)  Where there is a change in the interest or interests of a substantial shareholder in a company in voting shares in the company, he shall give notice in writing to the company stating his name and full particulars of the change, including the date of the change and the circumstances by reason of which that change has occurred.
(2)  The notice shall be given within two days after the date of the change.
(3)  For the purposes of subsection (1), where a substantial shareholder in a company acquires or disposes of voting shares in the company there shall be deemed to be a change in the interest or interests of the substantial shareholder in the voting shares in that company.
[62/70]
[10/74]
[13/87]
Person who ceases to be substantial shareholder to notify company
84.
—(1)  A person who ceases to be a substantial shareholder in a company shall give notice in writing to the company stating his name and the date on which he ceased to be a substantial shareholder and full particulars of the circumstances by reason of which he ceased to be a substantial shareholder.
(2)  The notice shall be given within two days after the person ceased to be a substantial shareholder.
[62/70]
[10/74]
[13/87]
References to operation of section 7
85.  The circumstances required to be stated in the notice under section 82, 83 or 84 include circumstances by reason of which, having regard to section 7 —
(a)
a person has an interest in voting shares;
(b)
a change has occurred in an interest in voting shares; or
(c)
a person has ceased to be a substantial shareholder in a company,
respectively.
[62/70]
Persons holding shares as trustees
86.
—(1)  A person who holds voting shares in a company, being voting shares in which a non-resident has an interest, shall give to the non-resident a notice in the prescribed form as to the requirements of this Division.
(2)  The notice shall be given —
(a)
if the first-mentioned person holds the shares on 1st October 1971 — within 14 days after that date; or
[S 249/71]
(b)
if the first-mentioned person did not hold the shares on that date — within two days after becoming the holder of the shares.
(3)  In this section, “non-resident” means a person who is not resident in Singapore or a body corporate that is not incorporated in Singapore.
(4)  Nothing in this section affects the operation of section 80.
[62/70]
[49/73]
[13/87]
Registrar may extend time for giving notice under this Division
87.  The Registrar may, on the application of a person who is required to give a notice under this Division, in his discretion, extend, or further extend, the time for giving the notice.
Company to keep register of substantial shareholders
88.
—(1)  A company shall keep a register in which it shall forthwith enter —
(a)
in alphabetical order the names of persons from whom it has received a notice under section 82; and
(b)
against each name so-entered, the information given in the notice and, where it receives a notice under section 83 or 84, the information given in that notice.
(2)  The register shall be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in Singapore and shall be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the company requires.
(3)  A person may request the company to furnish him with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company shall send the copy to that person, within 14 days or such longer period as the Registrar thinks fit, after the day on which the request is received by the company.
(4)  The Registrar may at any time in writing require the company to furnish him with a copy of the register or any part of the register and the company shall furnish the copy within 7 days after the day on which the requirement is received by the company.
[49/73]
(5)  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 and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction.
[15/84]
(6)  A company is not, by reason of anything done under this Division —
(a)
to be taken for any purpose to have notice of; or
(b)
to be put upon inquiry as to,
a right of a person to or in relation to a share in the company.
[62/70]
[49/73]
[15/84]
Offences against certain sections
89.  A person who fails to comply with section 82, 83, 84 or 86 shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction.
[62/70]
[15/84]
Defence to prosecutions
90.
—(1)  It is a defence to a prosecution for failing to comply with section 82, 83, 84 or 86 if the defendant proves that his failure was due to his not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —
(a)
he was not so aware on the date of the summons; or
(b)
he became so aware less than 7 days before the date of the summons.
(2)  For the purposes of subsection (1), a person shall conclusively be presumed to have been aware of a fact or occurrence at a particular time —
(a)
of which he would, if he had acted with reasonable diligence in the conduct of his affairs, have been aware at that time; or
(b)
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his master’s or principal’s interest or interests in a share or shares in the company concerned, was aware or would, if he had acted with reasonable diligence in the conduct of his master’s or principal’s affairs, have been aware at that time.
[62/70]
[15/84]
Powers of Court with respect to defaulting substantial shareholders
91.
—(1)  Where a person is a substantial shareholder, or at any time after 1st October 1971 has been a substantial shareholder in a company and has failed to comply with section 82, 83 or 84, the Court may, on the application of the Minister, whether or not that failure still continues, make one or more of the following orders:
(a)
an order restraining the substantial shareholder from disposing of any interest in shares in the company in which he is or has been a substantial shareholder;
(b)
an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in paragraph (a) from disposing of any interest in those shares;
(c)
an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest;
(d)
an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest;
(e)
an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest;
(f)
an order directing the company not to register the transfer or transmission of specified shares;
(g)
an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded;
(h)
for the purposes of securing compliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing a specified act.
(2)  Any order made under this section may include such ancillary or consequential provisions as the Court thinks just.
(3)  An order made under this section directing the sale of a share may provide that the sale shall be made within such time and subject to such conditions, if any, as the Court thinks fit, including, if the Court thinks fit, a condition that the sale shall not be made to a person who is, or, as a result of the sale, would become a substantial shareholder in the company.
(4)  The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share shall vest in the Registrar.
(5)  The Court shall, before making an order under this section and in determining the terms of such an order, satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.
(6)  The Court shall not make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied —
(a)
that the failure of the substantial shareholder to comply as mentioned in subsection (1) was due to his inadvertence or mistake or to his not being aware of a relevant fact or occurrence; and
(b)
that in all the circumstances, the failure ought to be excused.
(7)  The Court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both.
(8)  The Court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.
(9)  Section 347 applies in relation to a share that vests in the Registrar under this section as it applies in relation to an estate or interest in property vested in the Official Receiver under the first-mentioned section.
(10)  Any person who contravenes or fails to comply with an order made under this section that is applicable to him shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction.
(11)  Subsection (10) does not affect the powers of the Court in relation to the punishment of contempt of the Court.
[62/70]
[S 249/71]
Power of company to require disclosure of beneficial interest in its voting shares
92.
—(1)  Any company all of the shares in which are listed for quotation on the official list of a stock exchange (as defined in the Securities Industry Act) may by notice in writing require any member of the company within such reasonable time as is specified in the notice —
(a)
to inform it whether he holds any voting shares in the company as beneficial owner or as trustee; and
(b)
if he holds them as trustee, to indicate so far as he can the persons for whom he holds them (either by name or by other particulars sufficient to enable those persons to be identified) and the nature of their interest.
(2)  Where a company is informed in pursuance of a notice given to any person under subsection (1) or under this subsection that any other person has an interest in any of the voting shares in a company, the company may by notice in writing require that other person within such reasonable time as is specified in the notice —
(a)
to inform it whether he holds that interest as beneficial owner or as trustee; and
(b)
if he holds it as trustee, to indicate so far as he can the persons for whom he holds it (either by name or by other particulars sufficient to enable them to be identified) and the nature of their interest.
(3)  Any company to which this section applies may by notice in writing require any member of the company to inform it, within such reasonable time as is specified in the notice, whether any of the voting rights carried by any voting shares in the company held by him are the subject of an agreement or arrangement under which another person is entitled to control his exercise of those rights and, if so, to give particulars of the agreement or arrangement and the parties to it.
(4)  Whenever a company receives information from a person in pursuance of a requirement imposed on him under this section with respect to shares held by a member of the company, it shall be under an obligation to inscribe against the name of that member in a separate part of the register kept by it under section 88 —
(a)
the fact that the requirement was imposed and the date on which it was imposed; and
(b)
the information received in pursuance of the requirement.
(5)  Section 88 shall apply in relation to the part of the register referred to in subsection (4) as it applies in relation to the remainder of the register and as if references to subsection (1) of that section included references to subsection (4).
(6)  Subject to subsection (7), any person who —
(a)
fails to comply with a notice under this section; or
(b)
in purported compliance with such a notice makes any statement which he knows to be false in a material particular or recklessly makes any statement which is false in a material particular,
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.
[15/84]
(7)  A person shall not be guilty of an offence under subsection (6)(a) if he proves that the information in question was already in the possession of the company or that the requirement to give it was for any other reason frivolous or vexatious.
[10/74]
Division 5 — Debentures
Register of debenture holders and copies of trust deed
93.
—(1)  Every company which issues debentures (not being debentures transferable by delivery) shall keep a register of holders of the debentures at the registered office of the company or at some other place in Singapore.
(2)  Every company shall within 7 days after the register is first kept at a place other than the registered office lodge with the Registrar notice of the place where the register is kept and shall, within 7 days after any change in the place at which the register is kept, lodge with the Registrar notice of the change.
(3)  The register shall except when duly closed be open to the inspection of the registered holder of any debentures and of any holder of shares in the company and shall contain particulars of the names and addresses of the debenture holders and the amount of debentures held by them.
(4)  For the purposes of this section, a register shall be deemed to be duly closed if closed in accordance with the provisions contained in the articles or in the debentures or debenture stock certificates, or in the trust deed or other document relating to or securing the debentures, during such periods (not exceeding in the aggregate 30 days in any calendar year) as is therein specified.
(5)  Every registered holder of debentures and every holder of shares in a company shall at his request be supplied by the company with a copy of the register of the holders of debentures of the company or any part thereof on payment of $1 for every page or part thereof required to be copied, but the copy need not include any particulars as to any debenture holder other than his name and address and the debentures held by him.
(6)  A copy of any trust deed relating to or securing any issue of debentures shall be forwarded by the company to a holder of those debentures at his request on payment of the sum of $3 or such less sum as is fixed by the company, or where the copy has to be specially made to meet the request on payment of $1 for every page or part thereof required to be copied.
(7)  If inspection is refused, or a copy is refused or not forwarded within a reasonable time (but not more than one month) after a request has been made pursuant to this section, the company and every officer of the company who is in default shall be guilty of an offence.
(8)  A company which issues debentures may cause to be kept in any place outside Singapore a branch register of debenture holders which shall be deemed to be part of the company’s register of debenture holders and Division 4 of Part V shall with such adaptations as are necessary apply to and in relation to the keeping of a branch register of debenture holders.
(9)  If a company fails to comply with this section, 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.
[15/84]
[U.K.s.87.]
[Aust. s. 70.]
Specific performance of contracts
94.  A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance.
[U.K.s.92.]
[Aust. s. 71.]
Perpetual debentures
95.  A condition in any debenture or in any deed for securing any debentures whether the debenture or deed is issued or made before or after 29th December 1967 shall not be invalid by reason only that the debentures are thereby made irredeemable or redeemable only on the happening of a contingency however remote or on the expiration of a period however long, any rule of law or equity to the contrary notwithstanding.
[U.K.s.89.]
[Aust. s. 72. S 258/67]
Reissue of redeemed debentures
96.
—(1)  Where a company has redeemed any debentures whether before or after 29th December 1967 —
(a)
unless any provision to the contrary, whether express or implied, is contained in the articles or in any contract entered into by the company; or
(b)
unless the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures shall be cancelled,
the company shall have and shall be deemed always to have had power to reissue the debentures, either by reissuing the same debentures or by issuing other debentures in their place but the reissue of a debenture or the issue of one debenture in place of another under this subsection, whether the reissue or issue was made before or after that date, shall not be regarded as the issue of a new debenture for the purpose of any provision limiting the amount or number of debentures that may be issued by the company.
(2)  After the reissue the person entitled to the debentures shall have and shall be deemed always to have had the same priorities as if the debentures had never been redeemed.
(3)  Where a company has either before or after 29th December 1967 deposited any of its debentures to secure advances on current account or otherwise, the debentures shall not be deemed to have been redeemed by reason only of the account of the company having ceased to be in debit while the debentures remain so deposited.
[U.K.s.90.]
[Aust. s. 73.]
[S 258/67]
Qualifications of trustee for debenture holders
97.
—(1)  Subject to this section, every corporation which offers debentures to the public for subscription or purchase in Singapore after 29th December 1967 shall make provision in those debentures or in a trust deed relating to those debentures for the appointment of a trustee corporation as trustee for the holders of the debentures.
(2)  Where a borrowing corporation is required to appoint a trustee for the holders of any debentures in accordance with subsection (1) it shall not allot any of those debentures until the appointment has been made and the trustee corporation has consented to act as trustee.
(3)  Without leave of the Court, a trustee corporation shall not be appointed, hold office or act as trustee for the holders of debentures of a borrowing corporation if that trustee corporation is —
(a)
a shareholder who beneficially holds shares in the borrowing corporation;
(b)
beneficially entitled to moneys owed by the borrowing corporation to it;
(c)
a corporation that has entered into a guarantee in respect of the principal debt secured by those debentures or in respect of interest thereon; or
(d)
a corporation that is by virtue of section 6 deemed to be related to —
(i)
any corporation of a kind referred to in paragraphs (a) to (c); or
(ii)
the borrowing corporation.
(4)  Notwithstanding anything in subsection (3), that subsection shall not prevent a trustee corporation from being appointed, holding office or acting as trustee for the holders of debentures of a borrowing corporation by reason only that —
(a)
the borrowing corporation owes to the trustee corporation or to a corporation that is deemed by virtue of section 6 to be related to the trustee corporation any moneys so long as such moneys are —
(i)
moneys that (not taking into account any moneys referred to in sub-paragraphs (ii) and (iii)) do not, at the time of the appointment or at any time within a period of 3 months after the debentures are first offered to the public, exceed 10% of the amount of the debentures proposed to be offered to the public within that period and do not, at any time after the expiration of that period, exceed 10% of the amount owed by the borrowing corporation to the holders of the debentures;
(ii)
moneys that are secured by, and only by, a first mortgage over land of the borrowing corporation, or by any debentures issued by the borrowing corporation to the public or by any debentures not issued to the public which are issued pursuant to the same trust deed as that creating other debentures issued at any time by the borrowing corporation to the public or by any debentures to which the trustee corporation, or a corporation that is by virtue of section 6 deemed to be related to the trustee corporation, is not beneficially entitled; or
(iii)
moneys to which the trustee corporation, or a corporation that is by virtue of section 6 deemed to be related to the trustee corporation, is entitled as trustee for holders of any debentures of the borrowing corporation in accordance with the terms of the debentures or of the relevant trust deed; or
(b)
the trustee corporation, or a corporation that is deemed by virtue of section 6 to be related to the trustee corporation, is a shareholder of the borrowing corporation in respect of shares that it beneficially holds, so long as the shares in the borrowing corporation beneficially held by the trustee corporation and by all other corporations that are deemed by virtue of section 6 to be related to it, do not carry the right to exercise more than 5% of the voting power at any general meeting of the borrowing corporation.
(5)  Nothing in subsection (3) shall —
(a)
affect the operation of any debentures or trust deed issued or executed before 29th December 1967; or
[S 258/67]
(b)
apply to or in relation to the trustee for the holders of any such debentures,
unless pursuant to any such debentures or trust deed a further offer of debentures is made to the public after that date.
(6)  Nothing in this Division shall apply to a prescribed corporation, and a prescribed corporation which offers debentures to the public for subscription or purchase in Singapore shall not be required to make provision in those debentures or in a trust deed relating to those debentures for the appointment of a trustee corporation as trustee for the holders of the debentures.
[39/75]
[15/84]
(7)  Where a prescribed corporation, which offers debentures to the public for subscription or purchase in Singapore, makes provision in those debentures or in a trust deed relating to those debentures for the appointment of a trustee (whether or not a trustee corporation) for the holders of the debentures, nothing in this Division shall apply to those debentures, the trust deed and the trustee.
[15/84]
(8)  In subsections (6) and (7), “prescribed corporation” means —
(a)
a banking corporation; or
(b)
a corporation or class of corporation which has been declared by the Minister by notification in the Gazette to be a prescribed corporation for the purposes of this section.
[40/89]
(9)  The Minister may by notification in the Gazette —
(a)
specify terms and conditions subject to which subsection (6) shall have effect in relation to a prescribed corporation; or
(b)
vary or revoke any declaration or specification made under this section.
[39/75]
(10)  If default is made in complying with this section, the corporation and every officer of the corporation who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty.
[15/84]
Retirement of trustees
98.
—(1)  Notwithstanding anything in any Act or in the relevant debentures or trust deed but subject to section 97(6) and (7), a trustee for the holders of debentures shall not cease to be the trustee until a corporation qualified pursuant to section 97 for appointment as trustee for the holders of the debentures has been appointed to be the trustee for the holders of the debentures and has taken office as such.
(2)  Where provision has been made in the debentures or in the relevant trust deed for the appointment of a successor to a trustee for the holders of the debentures upon retirement or otherwise, the successor may, subject to section 97, be appointed in accordance with such provision.
(3)  Where no provision has been made in the debentures or in the relevant trust deed for the appointment of a successor to a retiring trustee the borrowing corporation may appoint a successor which is qualified for appointment pursuant to section 97.
(4)  Notwithstanding anything in this Act or in any debentures or trust deed, a borrowing corporation may, with the consent of an existing trustee for the holders of the debentures, appoint as successor to the existing trustee any corporation which is qualified for appointment pursuant to section 97 and which is deemed by virtue of section 6 to be related to the existing trustee.
(5)  Where the trustee for the holders of the debentures has ceased to exist or to be qualified under section 97 or fails or refuses to act or is disqualified under that section, the Court may, on the application of the borrowing corporation or the trustee for the holders of the debentures or the holder of any of the debentures or the Minister, appoint any corporation qualified pursuant to section 97 to be the trustee for the holders of the debentures in place of the trustee which has ceased to exist or to be qualified or which has failed or refused to act as trustee or is disqualified as aforesaid.
(6)  Where a successor is appointed to be a trustee in place of any trustee the successor shall within one month after the appointment lodge with the Registrar notice in the prescribed form of the appointment.
(7)  Any person who fails to comply with subsection (6) 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.
[15/84]
[Aust.s.74A.]
[40/89]
Contents of trust deed
99.
—(1)  Where a corporation offers debentures to the public for subscription in Singapore, the debentures or the relevant trust deed shall contain a limitation on the amount that the borrowing corporation may pursuant to those debentures or that deed borrow and shall contain covenants by the borrowing corporation, or if the debentures do not or the trust deed does not expressly contain those covenants they or it shall be deemed to contain covenants by the borrowing corporation, to the following effect:
(a)
that the borrowing corporation will use its best endeavours to carry on and conduct its business in a proper and efficient manner;
(b)
that, to the same extent as if the trustee for the holders of the debentures or any approved company auditor appointed by the trustee were a director of the corporation, the borrowing corporation will —
(i)
make available for its or his inspection the whole of the accounting or other records of the borrowing corporation; and
(ii)
give to it or him such information as it or he requires with respect to all matters relating to the accounting or other records of the borrowing corporation; and
(c)
that the borrowing corporation will, on the application of persons holding not less than 10% in nominal value of the issued debentures to which the covenant relates delivered to its registered office, by giving notice —
(i)
to each of the holders of those debentures (other than debentures payable to bearer) at his address as specified in the register of debentures; and
(ii)
by an advertisement in at least 4 local daily newspapers, one each published in the English, Malay, Chinese and Tamil languages addressed to all holders of those debentures,
summon a meeting of the holders of those debentures to consider the accounts and balance-sheet which were last lodged with the trustee for the holders of the debentures by the borrowing corporation and to give to the trustee directions in relation to the exercise of the trustee’s powers, such meeting to be held at a time and place specified in the notice and advertisement under the chairmanship of a person nominated by the trustee or such other person as is appointed in that behalf by the holders of those debentures present at the meeting.
(2)  Where, after 29th December 1967, any debenture (other than a debenture lawfully issued pursuant to a trust deed executed before that date) is issued and neither the debenture nor the trust deed relating to the issue of the debenture expressly contains the limitation on the amount that the borrowing corporation may borrow and the covenants referred to in subsection (1), the corporation that issued the debenture and every officer of the corporation who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]
[S 258/67]
[Aust.s.74b.]
Power of Court in relation to certain irredeemable debentures
100.
—(1)  Notwithstanding anything in any debenture or trust deed, the security for any debentures which are irredeemable or redeemable only on the happening of a contingency shall, if the Court so orders, be enforceable, forthwith or at such other time as the Court directs if on the application of the trustee for the holders of the debentures or (where there is no trustee) on the application of the holder of any of the debentures the Court is satisfied that —
(a)
at the time of the issue of the debentures the assets of the corporation which constituted or were intended to constitute the security therefor were sufficient or likely to become sufficient to discharge the principal debt and any interest thereon;
(b)
the security, if realised under the circumstances existing at the time of the application, would be likely to bring not more than 60% of the principal sum of moneys outstanding (regard being had to all prior charges and charges ranking pari passu if any); and
(c)
the assets covered by the security, on a fair valuation on the basis of a going concern after allowing a reasonable amount for depreciation are worth less than the principal sum and the borrowing corporation is not making sufficient profit to pay the interest due on the principal sum or (where no definite rate of interest is payable) interest thereon at such rate as the Court considers would be a fair rate to expect from a similar investment.
(2)  Subsection (1) shall not affect any power to vary rights or accept any compromise or arrangement created by the terms of the debentures or the relevant trust deed or under a compromise or arrangement between the borrowing corporation and creditors.
[Aust.s.74c.]
Duties of trustees
101.
—(1)  A trustee for the holders of debentures —
(a)
shall exercise reasonable diligence to ascertain whether or not the assets of the borrowing corporation and of each of its guarantor corporations which are or may be available whether by way of security or otherwise are sufficient or are likely to be or become sufficient to discharge the principal debt as and when it becomes due;
(b)
shall satisfy itself that each prospectus relating to the debentures does not contain any matter which is inconsistent with the terms of the debentures or with the relevant trust deed;
(c)
shall ensure that the borrowing corporation complies with Division 8 of this Part so far as it relates to the debentures and is applicable;
(d)
shall exercise reasonable diligence to ascertain whether or not the borrowing corporation and each of its guarantor corporations have committed any breach of the covenants, terms and provisions of the debentures or the trust deed;
(e)
except where it is satisfied that the breach will not materially prejudice the security, if any, for the debentures or the interests of the holders of the debentures shall take all steps and do all such things as it is empowered to do to cause the borrowing corporation and any of its guarantor corporations to remedy any breach of those covenants, terms and provisions;
(f)
where the borrowing corporation or any of its guarantor corporations fails when so required by the trustee to remedy any breach of the covenants, terms and provisions of the debentures or the trust deed, may place the matter before a meeting of holders of the debentures, submit such proposals for the protection of their investment as the trustee considers necessary or appropriate and obtain the directions of the holders in relation thereto; and
(g)
where the borrowing corporation submits to those holders a compromise or arrangement, shall give to them a statement explaining the effect of the compromise or arrangement and, if it thinks fit, recommend to them an appropriate course of action to be taken by them in relation thereto.
[Aust.s.74d.]
(2)  Where, after due inquiry, the trustee for the holders of the debentures at any time is of the opinion that the assets of the borrowing corporation and of any of its guarantor corporations which are or should be available whether by way of security or otherwise, are insufficient, or likely to become insufficient, to discharge the principal debt as and when it becomes due, the trustee may apply to the Minister for an order under this subsection and the Minister may, on such application, after giving the borrowing corporation an opportunity of making representations in relation to that application, by order in writing served on the corporation at its registered office in Singapore, impose such restrictions on the activities of the corporation, including restrictions on advertising for deposits or loans and on borrowing by the corporation as the Minister thinks necessary for the protection of the interests of the holders of the debentures or the Minister may, and if the borrowing corporation so requires, shall, direct the trustee to apply to the Court for an order under subsection (4) and the trustee shall apply accordingly.
(3)  Where —
(a)
after due inquiry, the trustee at any time is of the opinion that the assets of the borrowing corporation and of any of its guarantor corporations which are or should be available, whether by way of security or otherwise, are insufficient or likely to become insufficient, to discharge the principal debt as and when it becomes due; or
(b)
the corporation has contravened or failed to comply with an order made by the Minister under subsection (2),
the trustee may, and where the borrowing corporation has requested the trustee to do so, the trustee shall apply to the Court for an order under subsection (4).
(4)  Where an application is made to the Court under subsection (2) or (3), the Court may, after giving the borrowing corporation an opportunity of being heard, by order, do all or any of the following things:
(a)
direct the trustee to convene a meeting of the holders of the debentures for the purpose of placing before them such information relating to their interests and such proposals for the protection of their interests as the trustee considers necessary or appropriate, and of obtaining their directions in relation thereto and give such directions in relation to the conduct of the meeting as the Court thinks fit;
(b)
stay all or any actions or proceedings before any Court by or against the borrowing corporation;
(c)
restrain the payment of any moneys by the borrowing corporation to the holders of debentures of the corporation or to any class of such holders;
(d)
appoint a receiver of such of the property as constitutes the security, if any, for the debentures;
(e)
give such further directions from time to time as may be necessary to protect the interests of the holders of the debentures, the members of the borrowing corporation or any of its guarantor corporations or the public,
but in making any such order the Court shall have regard to the rights of all creditors of the borrowing corporation.
(5)  The Court may vary or rescind any order made under subsection (4) as the Court thinks fit.
(6)  A trustee in making any application to the Minister or to the Court shall have regard to the nature and kind of the security given when the debentures were offered to the public, and if no security was given shall have regard to the position of the holders of the debentures as unsecured creditors of the borrowing corporation.
(7)  A trustee may rely upon any certificate or report given or statement made by any solicitor, auditor or officer of the borrowing corporation or guarantor corporation if it has reasonable grounds for believing that such solicitor, auditor or officer was competent to give or make the certificate, report or statement.
Powers of trustee to apply to Court for directions, etc.
102.
—(1)  The trustee for the holders of debentures may apply to the Court —
(a)
for directions in relation to any matter arising in connection with the performance of the functions of the trustee; or
(b)
to determine any question in relation to the interests of the holders of debentures,
and the Court may —
(c)
give such directions to the trustee as the Court thinks fit; and
(d)
if satisfied that the determination of the question will be just and beneficial, accede wholly or partially to any such application on such terms and conditions as the Court thinks fit or make such other order on the application as the Court thinks just.
(2)  The Court may, on an application under this section, order a meeting of all or any of the holders of debentures to be called to consider any matters in which they are concerned and to advise the trustee thereon and may give such ancillary or consequential directions as the Court thinks fit.
(3)  The meeting shall be held and conducted in such manner as the Court directs, under the chairmanship of a person nominated by the trustee or such other person as the meeting appoints.
[Aust.s.74e.]
Obligations of borrowing corporation
103.
—(1)  Where there is a trustee for the holders of any debentures of a borrowing corporation the directors of the borrowing corporation shall —
(a)
at the end of a period not exceeding 3 months ending on a day (not later than 6 months after 29th December 1967 or after the date of the relevant prospectus, whichever is the later) which the trustee is hereby required to notify to the borrowing corporation in writing; and
[S 258/67]
(b)
at the end of each succeeding period thereafter, being a period of 3 months or such shorter time as the trustee may, in any special circumstances allow,
prepare a report that relates to that period and complies with the requirements of subsection (2) and within one month after the end of each such period lodge a copy of the report relating to that period with the Registrar and with the trustee.
(2)  The report referred to in subsection (1) shall be signed by not less than two of the directors on behalf of all of them and shall set out in detail any matters adversely affecting the security or the interests of the holders of the debentures and, without affecting the generality of subsection (1), shall state —
(a)
whether or not the limitations on the amount that the corporation may borrow have been exceeded;
(b)
whether or not the borrowing corporation and each of its guarantor corporations have observed and performed all the covenants and provisions binding upon them respectively by or pursuant to the debentures or any trust deed;
(c)
whether or not any event has happened which has caused or could cause the debentures or any provision of the relevant trust deed to become enforceable and, if so, particulars of that event;
(d)
whether or not any circumstances affecting the borrowing corporation, its subsidiaries or its guarantor corporations or any of them have occurred which materially affect any security or charge included in or created by the debentures or any trust deed and, if so, particulars of those circumstances;
(e)
whether or not there has been any substantial change in the nature of the business of the borrowing corporation or any of its subsidiaries or any of its guarantor corporations since the debentures were first issued to the public which has not previously been reported upon as required by this section and, if so, particulars of that change; and
(f)
where the borrowing corporation has deposited money with or lent money to or assumed any liability of a corporation which pursuant to section 6 is deemed to be related to the borrowing corporation, particulars of —
(i)
the total amounts so deposited or loaned and the extent of any liability so assumed during the period covered by the report; and
(ii)
the total amounts owing to the borrowing corporation in respect of money so deposited or loaned and the extent of any liability so assumed as at the end of the period covered by the report,
distinguishing between deposits loans and assumptions of liabilities which are secured and those which are unsecured, but not including any deposit with or loan to or any liability assumed on behalf of a corporation if that corporation has guaranteed the repayment of the debentures of the borrowing corporation and has secured the guarantee by a charge over its assets in favour of the trustee for the holders of the debentures of the borrowing corporation.
(3)  Any person who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty of $1,000.
[15/84]
(4)  Where there is a trustee for the holders of any debentures issued by a borrowing corporation, the borrowing corporation and each of its guarantor corporations which has guaranteed the repayment of the moneys raised by the issue of those debentures shall (within 21 days after the creation of the charge) in writing furnish the trustee for the holders of the debentures, whether or not any demand therefor has been made, with particulars of any charge created by the corporation or the guarantor corporation, as the case requires, and when the amount to be advanced on the security of the charge is indeterminate (within 7 days after the advance) with particulars of the amount or amounts in fact advanced but where any such advances are merged in a current account with bankers or trade creditors it shall be sufficient for particulars of the net amount outstanding in respect of any such advances to be furnished every 3 months.
(5)  The directors of every borrowing corporation and of every guarantor corporation shall, at some date not later than 9 months after the expiration of each financial year of the corporation, cause to be made out and lodged with the Registrar and with the trustee for the holders of the debentures, if any, a profit and loss account for the period from the end of that financial year until the expiration of 6 months after the end of that financial year and a balance-sheet as at the end of the period to which the profit and loss account relates.
(6)  Any person who fails to comply with subsection (5) 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.
[15/84]
(7)  Section 201(4) to (7) and (11) to (16) and section 207(1), (2) and (7), shall with such adaptations as are necessary be applicable to every profit and loss account and balance-sheet made out and lodged pursuant to subsection (5) as if that profit and loss account and balance-sheet were a profit and loss account and balance-sheet referred to in those sections.
(8)  Where the directors of a borrowing corporation do not lodge with the trustee for the holders of debentures a report as required by subsection (1) or where the directors of a borrowing corporation or the directors of a guarantor corporation do not lodge with the trustee the balance-sheets and profit and loss accounts as required by subsection (5) within the time prescribed the trustee shall forthwith lodge notice of that fact with the Registrar.
(9)  (a)  Notwithstanding anything in subsection (7), a profit and loss account and balance-sheet of a borrowing corporation or its guarantor corporation required to be made out and lodged in accordance with subsection (5) need not be audited or the audit thereof may be of a limited nature or extent if the trustee for the holders of the debentures of the borrowing corporation has, by notice in writing, consented to the audit being dispensed with or being of a limited nature or extent, as the case may be.
(b)
Where the trustee has, by notice in writing, so consented, the directors of the corporation in respect of whose profit and loss account and balance-sheet the notice was given, shall lodge with the Registrar a copy of the notice at the time when the profit and loss account and balance-sheet to which the notice relates are lodged with the Registrar.
(c)
Notwithstanding anything in this section, a profit and loss account and balance-sheet of a borrowing corporation or its guarantor corporation required to be made out and lodged in accordance with subsection (5) may, unless the trustee for the holders of the debentures of the borrowing corporation otherwise requires in writing, be based upon the value of the stock in trade of the borrowing corporation or the guarantor corporation, as the case may be, as reasonably estimated by the directors thereof on the basis of the values of such stock in trade as adopted for the purpose of the profit and loss account and balance-sheet of that corporation laid before the corporation at its last preceding annual general meeting and certified in writing by the directors as such.
[Aust.s.74f.]
Obligation of guarantor corporation to furnish information
104.
—(1)  For the purpose of the preparation of a report that, by this Act, is required to be signed by or on behalf of the directors of a borrowing corporation or any of them, that corporation may, by notice in writing, require any of its guarantor corporations to furnish it with any information relating to that guarantor corporation which is, by this Act, required to be contained in that report, and that guarantor corporation shall furnish the borrowing corporation with that information before such date, being a date not earlier than 14 days after the notice is given, as may be specified in that behalf in the notice.
(2)  A guarantor corporation which fails to comply with a requirement contained in a notice given pursuant to subsection (1) and every officer of that corporation who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty.
[15/84]
[Aust.s.74g.]
Loans and deposits to be immediately repayable on certain events
105.
—(1)  Where in any prospectus issued in connection with an invitation to the public to subscribe for or to purchase debentures of a corporation there is a statement as to any particular purpose or project for which the moneys received by the corporation in response to the invitation are to be applied the corporation shall from time to time make reports to the trustee for the holders of those debentures as to the progress that has been made towards achieving such purpose or completing such project.
(2)  Each such report shall be included in the report required to be furnished to the trustee for the holders of the debentures under section 103(1).
(3)  When it appears to the trustee for the holders of the debentures that such purpose or project has not been achieved or completed within the time stated in the prospectus within which the purpose or project is to be achieved or completed or, where no such time was stated, within a reasonable time, the trustee may and, if in his opinion it is necessary for the protection of the interests of the holders of the debentures, shall give notice in writing to the corporation requiring it to repay the moneys so received by the corporation and, within one month after such notice is given, lodge with the Registrar a copy thereof.
(4)  The trustee shall not give notice pursuant to subsection (3) if he is satisfied —
(a)
that the purpose or project has been substantially achieved or completed;
(b)
that the interests of the holders of debentures have not been materially prejudiced by the failure to achieve or complete the purpose or project within the time stated in the prospectus or within a reasonable time; or
(c)
that the failure to achieve the purpose or project was due to circumstances beyond the control of the corporation that could not reasonably have been foreseen by the corporation at the time that the prospectus was issued.
(5)  Upon receipt by the corporation of a notice referred to in subsection (3), the corporation shall be liable to repay, and on demand in writing by any person entitled thereto shall immediately repay to him any moneys owing to him as the result of a loan or deposit made in response to the invitation unless —
(a)
before the moneys were accepted by the corporation the corporation had given notice in writing to the persons from whom the moneys were received specifying the purpose or project for which the moneys would in fact be used and the moneys were accepted by the corporation accordingly; or
(b)
the corporation by notice in writing served on the holders of the debentures —
(i)
had specified the purpose or project for which the moneys would in fact be applied by the corporation; and
(ii)
had offered to repay the moneys to the holders of the debentures, and that person had not within 14 days after the receipt of the notice, or such longer time as was specified in the notice, in writing demanded from the corporation repayment of the money.
(6)  Where the corporation has given a notice in writing as provided in subsection (5), specifying the purpose or project for which the moneys will in fact be applied by the corporation, this section shall apply and have effect as if the purpose or project so specified in the notice was the particular purpose or project specified in the prospectus as the purpose or project for which the moneys were to be applied.
[Aust.s.74h.]
Liability of trustees for debenture holders
106.
—(1)  Subject to this section, any provision contained in a trust deed relating to or securing an issue of debentures, or in any contract with the holders of debentures secured by a trust deed, shall be void in so far as it would have the effect of exempting a trustee thereof from or indemnifying him against liability for breach of trust where he fails to show the degree of care and diligence required of him as trustee.
(2)  Subsection (1) shall not invalidate —
(a)
any release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release; or
(b)
any provision enabling such a release to be given —
(i)
on the agreement thereto of a majority of not less than three-fourths in nominal value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose; and
(ii)
either with respect to specific acts or omissions or on the dissolution of the trustee or on his ceasing to act.
(3)  Subsection (1) shall not operate —
(a)
to invalidate any provision in force on 29th December 1967 so long as any trustee then entitled to the benefit of that provision remains a trustee of the deed in question; or
[S 258/67]
(b)
to deprive any trustee of any exemption or right to be indemnified in respect of anything done or omitted to be done by the trustee while any such provision was in force.
[U.K.s.88.]
[Aust. s. 75.]
Division 5A — Exemptions from
Divisions 1 and 5 in relation to
Prospectus Requirements
Interpretation
106A.  In this Part —
(a)
a reference to an offer of shares or debenturesto the public shall be deemed to include a reference to an offer that is made pursuant to an invitation to the public in relation to shares or debentures;
(b)
a reference to Divisions 1 and 5 not applying to an offer of shares or debenturesis a reference to those sections only in those Divisions which are related to an offer of shares or debentures to the public; and
(c)
a reference to issuer is a reference to a corporation which issues or proposes to issue shares or debentures.
[40/89]
Offer made by or to certain persons or under certain circumstances
106B.
—(1)  Divisions 1 and 5 of this Part shall not apply to an offer of shares or debentures to the public if it is —
(a)
an offer to enter into an underwriting agreement, whether relating to shares or debentures that have been previously issued or not;
(b)
(Deleted by Act 22/93).
(c)
made to existing members or debenture holders of a corporation (whether or not it is renounceable in favour of persons other than existing members or debenture holders) and relates to shares in or debentures of that corporation and is not an offer to which section 47 applies;
(d)
made to existing members of a company within the meaning of section 306 and relates to shares in the corporation within the meaning of that section;
(e)
made in connection with a take over scheme which complies with the provisions of this Act applicable to such schemes; or
(f)
made, whether in relation to shares or debentures that have been previously issued or not, by a corporation to employees of the corporation or its related corporation, where the shares or debentures are to be held by or for the benefit of the employees, in accordance with an employee share investment scheme (including a share option scheme) for the time being in force, if —
(i)
the employees are not induced to purchase by expectation of employment of continued employment; and
(ii)
no selling or promotional expenses are paid or incurred in connection with the offer, other than those incurred for administrative or professional services or incurred by way of commission or fee for services rendered by a dealer or investment adviser licensed under the Securities Industry Act or an exempt dealer under section 40 (d) of that Act or an exempt dealer whose carrying on the business of advising others concerning securities is solely incidental to the conduct of his business in dealing in securities.
(2)  (a)  Divisions 1 and 5 of this Part shall not apply to any person making an offer of shares or debenturesto the public where, on the application of any person interested, the Minister declares, by order, that circumstances exist whereby —
(i)
the cost of providing a prospectus outweighs the resulting protection to investors; or
(ii)
otherwise, it would not be prejudicial to the public interest if a prospectus were dispensed with.
(b)
In the circumstances described in subsection (2)(a), the Minister, on making the order, may impose such conditions on the offer as he considers appropriate.
(c)
An order made under this subsection shall be final and shall not be challenged in any court.
[40/89]
[22/93]
Offer made to certain institutions or persons
106C.  Divisions 1 and 5 of this Part shall not apply to an offer of shares or debentures , whether or not they have been previously issued, made to —
(a)
a bank that is licensed under the Banking Act [Cap. 19] or a merchant bank that is approved under section 28 of the Monetary Authority of Singapore Act [Cap. 186];
(b)
an insurance company that is registered under the Insurance Act [Cap. 142] or a trust company registered under the Trust Companies Act [Cap. 336];
(c)
the Government or a statutory board;
(ca)
a person whose ordinary business it is to buy or sell shares or debentures;
[22/93]
(d)
any person licensed as an investment adviser under the Securities Industry Act;
(e)
a pension fund or unit trust;
(f)
an investment company as defined in section 355(1) or an approved body corporate as defined under regulation 36 of the Securities Industry Regulations; and
[Cap 289, Rg 1.]
(g)
such other persons as the Minister may, by order , declare to be exempt purchasers,
who or which, pursuant to the offer, acquires the shares or debenturesas principal or as a trustee for accounts fully managed by it who, for the purposes of this section, shall be deemed to be dealing as principal.
[40/89]
Offer to sophisticated investors
106D.
—(1)  Divisions 1 and 5 of this Part shall not apply to an offer of shares or debentures to the public, whether or not they have been previously issued, where the offer is made to not more than 50 persons, each of whom is a sophisticated investor, if —
(a)
the offer of the shares or debenturesis not accompanied by an advertisement offering or calling attention to the offer or intended offer; and
(b)
no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for administrative or professional services or incurred by way of commission or fee for services rendered by a dealer or investment adviser.
(2)  For the purposes of this section —
“advertisement” means —
(a)
a written or printed communication;
(b)
a communication by radio, television or other communication medium; or
(c)
a communication by means of a recorded telephone message,
that is published in connection with an offer of shares or debentures but does not include an information memorandum or an announcement made by a company listed on the Stock Exchange of Singapore Ltd. or a recognised stock exchange pursuant to any requirement of that stock exchange or an advertisement which contains only such information as is permitted by section 48(1);
“information memorandum” means a document lodged with the Registrar as purporting to describe the business and affairs of the person making the offer and as having been prepared for delivery and review by sophisticated investors so as to assist them in making an investment decision in respect of shares or debentures that are being offered;
“dealer” has the same meaning as is assigned to that expression in section 2 of the Securities Industry Act;
“investment adviser” means —
(a)
a person who is licensed under the Securities Industry Act; or
(b)
an exempt dealer under section 40(d) of that Act whose carrying on the business of advising others concerning securities is solely incidental to the conduct of his business of dealing in securities;
“sophisticated investor” means —
(a)
a person who acquires the shares or debentures, pursuant to the offer, as principal if the aggregate consideration for the acquisition is not less than $200,000 (or its equivalent in foreign currencies) for each transaction whether such amount is paid for in cash, by exchange of shares or other assets; or
(b)
a person who acquires the shares or debentures pursuant to the offer as principal and —
(i)
whose total net personal assets exceed S$1 millionor its equivalent in foreign currencies or whose income in the preceding 12 months is not less than S$200,000 or its equivalent in foreign-currencies at the time of the acquisition; or
(ii)
in the case of a corporation, whose total net assets exceed S$5 millionin value or its equivalent in foreign currencies as determined by the last audited balance-sheet of the corporation; or
(c)
an officer of the person making the offer or a spouse, parent, brother, sister, son or daughter of that officer or of the person making the offer, if he is a natural person.
(3)  Nothing in section 40(a) and (d)(iv) of the Securities Industry Act (which, in effect, requires an exempt dealer to acquire shares or debentures only through the holder of a dealer’s licence) shall apply to any of the persons or bodies specified in section 106C or this section who or which acquire shares or debentures under either of these sections as principals and who or which are classified as exempt dealers under section 40(a) and (d)(iv) of the Securities Industry Act with the result that an exempt dealer who so acquires shares or debentures under section 106C or this section shall not be regarded as contravening any provision in the Securities Industry Act.
(4)  This exemption may not be invoked on more than one occasion in any 12-month period.
[40/89]
Circumstances in which a prospectus is not required on first sale of shares or debentures acquired pursuant to exemptions in section 106C or 106D
106E.
—(1)  Where shares or debentures acquired under an exemption in section 106C or 106D are first sold to any of the bodies or persons specified in either of those sections, the offer for sale shall not be regarded as an offer to the public for which a prospectus is required; neither will a subsequent offer for sale to any of those bodies or persons be regarded as an offer to the public for which a prospectus is required.
(2)  Where shares or debentures, acquired under an exemption in section 106C or 106D, are first sold, other than to any of the bodies or persons specified in either of those sections, the offer for sale shall be regarded as an offer to the public for which a prospectus is required unless —
(a)
the shares or debentures to which the offer relates are listed for quotation on the Stock Exchange of Singapore Ltd. or a recognised stock exchange and have been held for at least 12 months from the date they were initially acquired, pursuant to an exemption under section 106C or 106D; and
(b)
the seller —
(i)
gives a notice in writing to the purchaser at the time of the sale that he is buying shares or debentures acquired by the seller pursuant to an exemption under section 106C or 106D and that they are subject to the conditions in paragraph (a); and
(ii)
gives a notice in writing within 3 days of the sale to the person from whom he originally acquired his shares or debentures containing particulars of the sale, in such form as may be prescribed,
provided that the offer of the shares or debentures is not accompanied by an advertisement offering or calling attention to the offer and no selling or promotional expenses are paid or incurred in connection with the offer except for administrative or professional services or services performed by a dealer or investment adviser licensed under the Securities Industry Act.
(3)  A contract of sale of shares or debentures made or entered into in contravention of the condition in subsection (2)(a) or (b) shall be void.
(4)  The Court, on being satisfied that a contract of sale is void under subsection (3), may, on the application of the Registrar or any other person, make such order or orders as it thinks just and equitable including, without limiting the generality of the foregoing, the following orders:
(a)
an order directing the seller to refund the purchase moneys to the purchaser and directing the purchaser to return the shares or debentures to the seller;
(b)
an order directing the seller to indemnify the purchaser for any loss or damage that he may have suffered as a result of the contract being void.
(5)  In a case to which subsection (2)(a) applies, any subsequent offer for sale of the listed shares or debentures, after the expiration of the 12-month period, shall not require a prospectus.
(6)  In subsection (2) —
(a)
“advertisement” means —
(i)
a written or printed communication;
(ii)
a communication by radio, television or other communication medium; or
(iii)
a communication by means of a recorded telephone message that is published in connection with an offer of shares or debentures; and
(b)
“recognised stock exchange” has the same meaning as is assigned to that expression in section 106G.
[40/89]
Stock exchange offer
106F.
—(1)  Divisions 1 and 5 of this Part shall not apply to an offer of shares of debentures to the public, that have not been previously issued, in a case where the shares or debentures to be offered are, or are to be, uniform in all respects with shares or debentures previously issued and listed for quotation on a stock exchange if a statement of material facts, which complies as to form and content with Part VI of the Fifth Schedule, is lodged with, and accepted by, the Registrar and the stock exchange.
(2)  For the purposes of this section —
(a)
shares are uniform in all respects with shares previously issued notwithstanding that they do not carry the same rights to dividends as the latter during the 12 months immediately following the issue; and
(b)
a statement of material facts referred to in subsection (1) shall be deemed to be a prospectus for the purposes of sections 55 and 56.
[22/93]
[40/89]
Offer of international debentures
106G.
—(1)  Divisions 1 and 5 of this Part shall not apply to an offer to the public of debentures by a body incorporated in a country outside Singapore where the offer is made by a recognised dealer to such institutional, professional or business investors as the Minister may, by notification in the Gazette, specify, being persons or bodies that appear to him sufficiently expert to understand any risk involved in buying or selling those debentures (whether as principal or agent) and the offer complies with the conditions set forth in subsection (2).
(2)  The conditions referred to in subsection (1) are that —
(a)
the debentures are denominated in a currency, other than the Singapore dollar, that is equivalent in value to at least US$5,000; and
(b)
the shares of the issuing body corporate are listed on a recognised stock exchange or the offer is guaranteed by a corporation whose shares are listed on a recognised stock exchange.
(3)  For the purposes of this section —
“recognised dealer” means a person who —
(a)
holds a dealer’s licence under the Securities Industry Act; or
(b)
is an exempt dealer under section 40(c) or (d) of that Act;
“recognised stock exchange” means a body corporate declared by the Minister, by notification in the Gazette, to be a recognised stock exchange.
(4)  The Minister may by notification in the Gazette add to, vary or amend the conditions specified in subsection (2).
[40/89]
Offer of debentures made by the Government or international financial institutions
106H.  Divisions 1 and 5 of this Part shall not apply to an offer to the public of debentures made by or guaranteed by —
(a)
the Government; or
(b)
an international financial institution of which Singapore is a member.
[40/89]
Reporting requirements
106I.
—(1)  Where an issuer intends to invoke an exemption under this Division other than an exemption under sections 106B(1), 106E and 106F, he shall lodge with the Registrar a report of his intention to issue the shares or debentures, in such form as may be prescribed at or before the time of invoking the exemption.
[22/93]
(2)  The issuer, if incorporated in Singapore, shall maintain a register in the prescribed form of the shares or debentures issued under subsection (1).
[22/93]
(3)  Particulars of the issue of the shares or debentures shall be entered in the register within 3 days of the sale.
[22/93]
(4)  Upon the request of the Registrar, the issuer shall produce for inspection the register maintained under subsection (2) and the Registrar may make extracts from the register.
(5)  The Registrar may supply a copy of an extract from a register to any person who, in his opinion, should, in the public interest, be informed of the issue of the shares or debentures disclosed in the register.
[22/93]
[40/89]
Revocation of exemption
106J.
—(1)  Where the Minister considers that it is necessary in the public interest or for the protection of investors, he may, by order, revoke any exemption under this Division, subject to such conditions as he thinks fit.
(2)  The Minister may make an order, under subsection (1), without giving the person affected by the order an opportunity of being heard but he shall provide an opportunity for such a hearing within 14 days of the making of the order and the order shall remain in effect until the hearing is completed.
(3)  An order made under this section shall be final and conclusive and there shall be no appeal therefrom.
[40/89]
Power to conduct investigations
106K.  Where the Minister has reason to suspect that a person has committed an offence under this Act or the regulations or has been guilty of fraud or dishonesty in relation to any exempted offer to which this Division applies, he may direct such investigation as he thinks expedient for the due administration of this Act and for this purpose may invoke all powers conferred upon him by this Act in respect of investigations, whether under Part IX or otherwise, or by the Securities Industry Act in respect of any dealing in, or trading in, securities.
[40/89]
Transactions under exempted offers subjects to Division II of Part XII of this Act and Part IX of Securities Industry Act
106L.  For the removal of doubts, it is hereby declared that in relation to any transaction carried out under an exempted offer under this Part, nothing in this Part shall limit or diminish any liability which any person may incur in respect of any relevant offence under Division II of Part XII of this Act or Part IX of the Securities Industry Act or any penalty, award of compensation or punishment in respect of any such offence.
[40/89]
Division 6 — Interests other than shares, debentures, etc.
Interpretation of this Division
107.
—(1)  In this Division and in the Seventh Schedule, unless inconsistent with the context or subject-matter —
“company” means a public company, and includes a corporation that is a public company under the law of a proclaimed country and is registered as a foreign company in Singapore;
“financial year”, in relation to a deed, means the period of 12 months ending on 31st December or on such other date as is specified in lieu thereof in the deed;
“interest” means any right to participate or interest, whether enforceable or not and whether actual, prospective or contingent —
(a)
in any profits, assets or realisation of any financial or business undertaking or scheme whether in Singapore or elsewhere;
(b)
in any common enterprise whether in Singapore or elsewhere in which the holder of the right or interest is led to expect profits, rent or interest from the efforts of the promoter of the enterprise or a third party; or
(c)
in any investment contract,
whether or not the right or interest is evidenced by a formal document and whether or not the right or interest relates to a physical asset, but does not include —
(d)
any share in or debenture of a corporation; or
(e)
any interest in or arising out of a policy of life insurance;
“investment contract” means any contract, scheme or arrangement which in substance and irrespective of the form thereof involves the investment of money in or under such circumstances that the investor acquires or may acquire an interest in or right in respect of property which under or in accordance with the terms of investment will, or may at the option of the investor, be used or employed in common with any other interest in or right in respect of property acquired in or under like circumstances;
“management company”, in relation to any interests issued or proposed to be issued or any deed that relates to any interests issued or proposed to be issued, means a company by or on behalf of which the interests have been or are proposed to be issued and includes any person for the time being exercising the functions of the management company;
“proclaimed country” means a country which the Minister has, by notification in the Gazette, declared to be a proclaimed country for the purposes of this Division.
(2)  A reference in this Division to a deed shall be read as including a reference to any instrument amending or affecting the deed.
[Aust.s.76. 62/70]
Approved deeds
108.  For the purposes of this Division, a deed shall be an approved deed if —
(a)
the Registrar has granted his approval to the deed under this Division; and
(b)
the Minister has granted his approval under this Division to the trustee or representative appointed for the purposes of the deed acting as trustee or representative and that approval has not been revoked and the trustee or representative has not ceased to hold office.
[Aust.s.77.]
Approval of deeds
109.
—(1)  Where a deed makes provision for the appointment of a company as trustee for or representative of the holders of interests issued or proposed to be issued by a company the Registrar may, subject to this section, grant his approval to the deed.
(2)  The Registrar shall not grant his approval to a deed unless the deed —
(a)
complies with the requirements of this Division; and
(b)
makes provision for such other matters and things as are required by the regulations to be included in the deed and if regulations have been made prescribing the charges that may be made by a management company, unless the deed provides —
(i)
that the charges to be made by the management company do not exceed such percentages or amounts as are prescribed; and
(ii)
that the price at which the interests to which the deed relates are to be sold or purchased by the management company are consistent with the regulations relating to such prices.
(3)  Within 7 days after a deed has been approved under this section, the management company shall lodge in the office of the Registrar the deed, or a copy of the deed verified by statutory declaration, and the copy shall for all purposes, in the absence of proof that it is not a true copy, be regarded as an original.
[Aust.s.78.]
Approval of trustees
110.
—(1)  The Minister may, subject to such terms and conditions as he thinks fit, grant his approval to a company acting as trustee or representative for the purposes of a deed.
(2)  The Minister may, at any time, by reason of a breach of a term or condition subject to which the approval was granted or for any other reason, revoke an approval granted by him under this section.
[Aust.s.79.]
Covenants to be included in deeds
111.
—(1)  A deed shall, for the purposes of section 109(2)(a), contain covenants to the following effect:
(a)
a covenant binding the management company that it will use its best endeavours to carry on and conduct its business in a proper and efficient manner and to ensure that any undertaking, scheme or enterprise to which the deed relates is carried on and conducted in a proper and efficient manner;
(b)
covenants binding the management company —
(i)
that the management company will pay to the trustee or representative, within 30 days after their receipt by the company, any moneys that, under the deed, are payable by the company to the trustee or representative;
(ii)
that the management company will not sell any interest to which the deed relates otherwise than at a price calculated in accordance with the provisions of the deed;
(iii)
that the management company will, at the request of the holder of an interest, purchase that interest from the holder and that the purchase price will be a price calculated in accordance with the provisions of the deed; and
(iv)
that the management company will not, without the approval of the trustee or representative, publish or cause to be published any advertisement, circular or other document containing any statement with respect to the sale price of interests to which the deed relates or the yield therefrom or containing any invitation to buy interests;
(c)
covenants binding the trustee or representative that he will —
(i)
exercise all due diligence and vigilance in carrying out his functions and duties and in watching the rights and interests of the holders of the interests to which the deed relates;
(ii)
keep or cause to be kept proper books of account in relation to those interests;
(iii)
cause those accounts to be audited at the end of each financial year by an approved company auditor; and
(iv)
send or cause to be sent by post a statement of the accounts with the report of the auditor thereon within two months of the end of the financial year, to each of the holders of those interests;
(d)
a covenant binding the management company and the trustee or representative, respectively, that no moneys available for investment under the deed will be invested in or lent to the management company, or to the trustee or representative, or to any company (other than a prescribed corporation within the meaning of section 44(6)) which is by virtue of section 6 deemed to be related to the management company or to the trustee or representative;
(e)
a covenant binding the management company that, to the same extent as if the trustee or representative were a director of the company, the company will —
(i)
make available to the trustee or representative, or to any approved company auditor appointed by it, for inspection the whole of the books of the company whether kept at the registered office or elsewhere; and
(ii)
give to the trustee or representative or to any such auditor such oral or written information as the trustee or representative requires with respect to all matters relating to the undertaking, scheme or enterprise of the company or any property (whether acquired before or after the date of the deed) of the company or otherwise relating to the affairs thereof;
(f)
a covenant binding the management company that the management company will make available, or ensure that there is made available, to the trustee or representative such details as the trustee or representative requires with respect to all matters relating to the undertaking, scheme or enterprise to which the deed relates;
(g)
as from a day to be fixed by the Minister by notification in the Gazette, covenants binding the management company and the trustee or representative, respectively, that the management company or the trustee or representative, as the case may be, will not exercise the right to vote in respect of any shares relating to the interests to which the deed relates held by the management company, trustee or representative at any election for directors of a corporation whose shares are so held, without the consent of the majority of the holders of the interests to which the deed relates present in person and voting given at a meeting of those holders summoned in the manner provided for in paragraph (h)(i) and (ii) for the purpose of authorising the exercise of the right at the next election; and
(h)
a covenant binding the management company that the management company will within 21 days after an application is delivered to the company at its registered office, being an application by not less than 50, or 10% in number, whichever is the less, of the holders of the interests to which the deed relates —
(i)
by sending notice by post of the proposed meeting at least 7 days before the proposed meeting to each of those holders at his last known address or in the case of joint holders to the joint holder whose name stands first in the company’s records; and
(ii)
by publishing at least 14 days before the proposed meeting an advertisement giving notice of the meeting in a newspaper circulating generally in Singapore,
summon a meeting of the holders for the purpose of laying before the meeting the accounts and balance-sheet which were laid before the last preceding annual general meeting of the management company or the last audited statement of accounts of the trustee or representative, and for the purpose of giving to the trustee or representative such directions as the meeting thinks proper.
(2)  A meeting summoned for the purposes of a covenant contained in a deed in pursuance of subsection (1)(g) or (h) shall be held at the time and place specified in the notice and advertisement, being a time not later than two months after the giving of the notice, under the chairmanship of —
(a)
such person as is appointed in that behalf by the holders of the interests to which the deed relates present at the meeting; or
(b)
where no such appointment is made, a nominee of the trustee or representative approved by the Registrar,
and shall be conducted in accordance with the provisions of the deed or, in so far as the deed makes no provision, as directed by the chairman of the meeting.
(3)  Notwithstanding anything to the contrary in an approved deed, the undertaking, scheme, enterprise, contract or arrangement to which the deed relates may be continued in operation or existence if it appears to be in the interests of the holders of the interests to which the deed relates during such period as is or such periods as are agreed upon by the trustee or representative and the management company.
(4)  Where a direction is given to the trustee or representative at a meeting summoned pursuant to a covenant complying with subsection (1)(h), the trustee or representative —
(a)
shall comply with the direction unless it is inconsistent with the deed or this Act; and
(b)
shall not be liable for anything done or omitted to be done by it by reason only of its following that direction.
(5)  Where the trustee or representative is of the opinion that any direction so given is inconsistent with the deed or this Act or is otherwise objectionable, the trustee or representative may apply to the Court for an order confirming, setting aside or varying the direction and the Court may make such order as it thinks fit.
[Aust.s.80.]
Interests to be issued by companies only
112.  No person, except a company or an agent of a company authorised in that behalf under the seal of the company, shall issue or offer to the public for subscription or purchase or shall invite the public to subscribe for or purchase any interest.
[Aust.s.81.]
Statement to be issued
113.
—(1)  Before a company or an agent of a company issues or offers to the public for subscription or purchase or invites the public to subscribe for or purchase any interest the company shall issue or cause to be issued a statement in writing in connection therewith which statement shall for all purposes be deemed to be a prospectus issued by a company, and, subject to subsection (2), all provisions of this Actand rules of law relating to prospectuses or to the offering or to an intended offering of shares for subscription or purchase to the public shall with such adaptations as are necessary apply and have effect accordingly as if the interest were shares offered or intended to be offered to the public for subscription or purchase and as if persons accepting any offer or invitation in respect of or subscribing for or purchasing any such interest were subscribers for shares.
(2)  Subject to subsection (3), the statement shall set out —
(a)
the matters and reports specified in the Seventh Schedule; and
(b)
such other matters as are required by the regulations to be set out in the statement,
with such adaptations as the circumstances of each case require and the Registrar approves.
(3)  A matter or report referred to in subsection (2) may be omitted from a statement if having regard to the nature of the interest the Registrar is of the opinion that the matter or report is not appropriate for inclusion in the statement and has by writing under his hand approved the omission.
[Aust.s.82.]
No issue without approved deed
114.
—(1)  A person shall not issue or offer to the public for subscription or purchase or invite the public to subscribe for or purchase any interest unless, at the time of the issue, offer or invitation, there is in force, in relation to the interest, a deed that is an approved deed.
(2)  A person shall not in any deed, prospectus, statement, advertisement or other document relating to any interest make any reference to an approval of a deed or of a trustee or representative granted under this Division.
(3)  Where —
(a)
an interest issued by a corporation before 29th December 1967 is in existence immediately before that date;
[S 258/67]
(b)
this Division would have applied in relation to the issue of the interest if the interest had been issued on or after that date;
(c)
there is not, at the expiration of 3 months after that date, a deed that is an approved deed in force in relation to the interest; and
(d)
the corporation did not, within a period of one month after that date, apply for approval under this Division of a deed in relation to the interest or, if it did so apply, approval was refused,
the corporation shall, within 14 days after the expiration of the period referred to in paragraph (c), give to the holder of the interest and to the Registrar notice in writing that there is not in force in relation to that interest a deed that is an approved deed and, if this subsection is not complied with, each director of the corporation shall, in addition to the corporation, be deemed to have failed to comply with this subsection.
(4)  The Minister may modify the application to a corporation of subsection (3) by extending any period referred to in that subsection or may exempt any corporation from compliance with that subsection.
(5)  Nothing in subsection (3) shall be construed as authorising the Registrar to grant his approval to a deed that relates to an interest issued by a corporation that is not a company for the purposes of this Division.
[Aust.s.83.]
Register of interest holders
115.
—(1)  The management company shall in respect of each deed with which the company is concerned keep a register of the holders of interests under the deed and enter therein —
(a)
the names and addresses of the holders;
(b)
the extent of the holding of each holder and, if his interest consists of a specific interest in any property, a description of the property and its location sufficient to identify it;
(c)
the date at which the name of each person was entered in the register as a holder; and
(d)
the date at which any person ceased to be a holder.
(2)  Division 4 of Part V shall so far as is applicable and with such adaptations as are necessary apply to and in relation to the register.
(3)  A management company which —
(a)
keeps a register of holders of interests as required by subsection (1); and
[13/87]
(b)
provides reasonable accommodation and facilities for persons to inspect and take copies of its list of interest holders,
need not comply with section 116(1)(a) in relation to the deed under which the interests are held unless the Minister by notification in the Gazette otherwise directs.
[Aust.s.84.]
Returns, information, etc., relating to interests
116.
—(1)  Where a deed is or has at any time been an approved deed, the management company shall, so long as the deed or any deed in substitution in whole or in part for the deed, remains in force, lodge with the Registrar, within two months after the end of each financial year applicable to the deed —
(a)
a return containing a list of all persons who, at the end of the financial year, were holders of the interests to which the deed relates, showing the name and address of each holder and the extent of his holding and, if his interest consists of a specific interest in any property, a description of the property and its location sufficient to identify it;
(b)
a summary of —
(i)
all purchases and sales of land and marketable securities affecting the interests of the holders during the financial year; and
(ii)
all other investments affecting the interests of the holders made during the financial year, showing the descriptions and quantities of those investments;
(c)
a statement of the total amount of brokerage affecting the interests of the holders paid or charged by the management company during the financial year and the proportion thereof paid to any stock or share broker, or any partner, employee or nominee of any stock or share broker, who is an officer of the company and the proportion retained by the company;
(d)
a list of all parcels of land and marketable securities, and other investments, held by the trustee or representative in relation to the deed, as at the end of the financial year, showing the value of the land, securities or other investments and the basis of the valuations; and
(e)
such other statements and particulars, if any, as may be prescribed.
(2)  Any document required to be lodged with the Registrar by the management company under subsection (1) shall be signed by at least one director of the management company.
(3)  A company to which subsection (1) applies shall, if so requested by any holder of an interest to which the deed relates within a period of one month after the end of the financial year, send by post or cause to be sent by post to the holder, within two months after the end of the financial year, a copy of the documents which the company is required to lodge with the Registrar by virtue of subsection (1)(b) to (e).
[Aust.s.85.]
Penalty for contravention of Division, etc.
117.
—(1)  Any person who —
(a)
contravenes or fails to comply with a provision of this Division; or
(b)
fails to comply with a covenant contained or deemed to be contained in any deed that is or at any time has been an approved deed,
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.
(2)  A person shall not be relieved from any liability to any holder of an interest by reason of any contravention of, or failure to comply with, a provision of this Division.
[Aust.s.86.]
[15/84]
Winding up of schemes, etc.
118.
—(1)  Where the management company under a deed is in liquidation or where, in the opinion of the trustee or representative, the management company has ceased to carry on business or has, to the prejudice of holders of interests to which the deed relates, failed to comply with any provision of the deed, the trustee or representative shall summon a meeting of the holders.
(2)  A meeting under subsection (1) shall be summoned —
(a)
by sending by post notice of the proposed meeting at least 21 days before the proposed meeting to each holder at his last known address or, in the case of joint holders, to the joint holder whose name stands first in the company’s records; and
(b)
by publishing, at least 21 days before the proposed meeting, an advertisement giving notice of the meeting in at least 4 local daily newspapers, one each published in the English, Malay, Chinese and Tamil languages.
(3)  Section 111(2) shall apply to such a meeting as if the meeting were a meeting referred to in that section.
(4)  If at any such meeting a resolution is passed by a majority in number representing three-fourths in value of the holders of the interests present and voting either in person or by proxy at the meeting that the undertaking, scheme, enterprise, contract or arrangement to which the deed relates be wound up, the trustee or representative shall apply to the Court for an order confirming the resolution.
(5)  On an application by the trustee or representative the Court may, if it is satisfied that it is in the interest of the holders of the interests, confirm the resolution and may make such orders as it thinks necessary or expedient for the effective winding up of the undertaking, scheme, enterprise, contract or arrangement.
[Aust.s.87.]
Power to exempt from compliance with Division and non-application of Division in certain circumstances
119.
—(1)  The Minister may, by notification in the Gazette, exempt any company, subject to such terms and conditions as are specified in the notification, from complying with all or any of the provisions of this Division in relation to any interest, or class of interests, specified in the notification, and may, by notification in the Gazette, revoke such a notification or vary it in such manner as he thinks fit.
Non-application of Division to personal representatives, etc.
(2)  This Division shall not apply in the case of the sale of any interest by a personal representative, liquidator, receiver or trustee in bankruptcy in the normal course of realisation of assets.
[Aust.s.88.]
Liability of trustees
120.
—(1)  Subject to this section, any provision in a deed that is or at any time has been an approved deed, or in any contract with the holders of interests to which such a deed relates, shall be void in so far as it would have the effect of exempting a trustee or representative under the deed from, or indemnifying a trustee or representative against, liability for breach of trust where the trustee or representative fails to show the degree of care and diligence required of a trustee or representative.
(2)  Subsection (1) shall not invalidate —
(a)
any release otherwise validly given in respect of anything done or omitted to be done by a trustee or representative before the giving of the release; or
(b)
any provision enabling such a release to be given —
(i)
on the agreement thereto of a majority of not less than three-fourths of the holders of interests voting in person or by proxy at a meeting summoned for the purpose; and
(ii)
either with respect to specific acts or omissions or on the trustee or representative ceasing to act.
[U.K.s.88.]
[Aust. s. 89.]
Division 7 — Title and transfers
Nature of shares
121.  The shares or other interest of any member in a company shall be movable property, transferable in the manner provided by the articles, and shall not be of the nature of immovable property.
[U.K.s.73.]
[Aust. s. 90.]
Numbering of shares
122.
—(1)  Each share in a company shall be distinguished by an appropriate number.
(2)  Notwithstanding subsection (1) —
(a)
if at any time all the issued shares in a company or all the issued shares therein of a particular class are fully paid up and rank equally for all purposes, none of those shares need thereafter have a distinguishing number so long as each of those shares remains fully paid up and ranks equally for all purposes with all shares of the same class for the time being issued and fully paid up; or
(b)
if all the issued shares in a company are evidenced by certificates in accordance with section 123 and each certificate is distinguished by an appropriate number and that number is recorded in the register of members, none of those shares need have a distinguishing number.
[U.K.s.74.]
[Aust. s. 91.]
Certificate to be evidence of title
123.
—(1)  A certificate under the common or official seal of a company specifying any shares held by any member of the company shall be prima facie evidence of the title of the member to the shares.
(2)  Every share certificate shall be under the common seal of the company or, in the case of a share certificate relating to shares on a branch register, the official seal of the company and shall state as at the date of the issue of the certificate —
(a)
the name of the company and the authority under which the company is constituted;
(b)
the address of the registered office of the company in Singapore, or, where the certificate is issued by a branch office, the address of that branch office; and
(c)
the nominal value and the class of the shares and the extent to which the shares are paid up.
(3)  Failure to comply with this section shall not affect the rights of any holder of shares.
(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.
[U.K.s.81.]
[Aust. s. 92.]
Company may have duplicate common seal
124.  A company may, if authorised by its articles, have a duplicate common seal which shall be a facsimile of the common seal of the company with the addition on its face of the words “Share Seal” and a certificate under such duplicate seal shall be deemed to be sealed with the common seal of the company for the purposes of this Act.
[Aust.s.93.]
Loss or destruction of certificates
125.
—(1)  Subject to subsection (2), where a certificate or other document of title to shares or debentures is lost or destroyed, the company shall on payment of a fee not exceeding $2 issue a duplicate certificate or document in lieu thereof to the owner on his application accompanied by —
(a)
a statutory declaration that the certificate or document has been lost or destroyed, and has not been pledged, sold or otherwise disposed of, and, if lost, that proper searches have been made; and
(b)
an undertaking in writing that if it is found or received by the owner it will be returned to the company.
(2)  Where the value of the shares or debentures represented by the certificate or document is greater than $500 the directors of the company may, before accepting an application for the issue of a duplicate certificate or document, require the applicant —
(a)
to cause an advertisement to be inserted in a newspaper circulating in a place specified by the directors stating that the certificate or document has been lost or destroyed and that the owner intends after the expiration of 14 days after the publication of the advertisement to apply to the company for a duplicate; or
(b)
to furnish a bond for an amount equal to at least the current market value of the shares or debentures indemnifying the company against loss following on the production of the original certificate or document,
or may require the applicant to do both of those things.
[Aust.s.94.]
Instrument of transfer
126.
—(1)  Notwithstanding anything in its articles, a company shall not register a transfer of shares or debentures unless a proper instrument of transfer has been delivered to the company, but this subsection shall not prejudice any power to register as a shareholder or debenture holder any person to whom the right to any shares in or debentures of the company has been transmitted by operation of law.
Transfer by personal representatives
(2)  A transfer of the share, debenture or other interest of a deceased person made by his personal representative shall, although the personal representative is not himself a member of the company, be as valid as if he had been such a member at the time of the execution of the instrument of transfer.
(3)  The production to a company of any document which is by law sufficient evidence of probate of the will, or letters of administration of the estate, of a deceased person having been granted to some person shall be accepted by the company, notwithstanding anything in its articles, as sufficient evidence of the grant.
(4)  In this section, “instrument of transfer” includes a written application for transmission of a share debenture or other interest to a personal representative.
[U.K.ss.75,76,82.]
[Aust. s. 95.]
Registrations of transfer at request of transferor
127.
—(1)  On the request in writing of the transferor of any share, debenture or other interest in a company the company shall enter in the appropriate register the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.
(2)  On the request in writing of the transferor of a share or debenture the company shall by notice in writing require the person having the possession, custody or control of the share certificate or debenture and the instrument of transfer thereof or either of them to bring it or them into the office of the company within a stated period, being not less than 7 and not more than 28 days after the date of the notice, to have the share certificate or debenture cancelled or rectified and the transfer registered or otherwise dealt with.
(3)  If any person refuses or neglects to comply with a notice given under subsection (2), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents mentioned in the notice should not be delivered up or produced as required by the notice.
(4)  Upon appearance of a person so summoned the Court may examine him upon oath and receive other evidence, or if he does not appear after being duly served with such summons, the Court may receive evidence in his absence and in either case the Court may order him to deliver up such documents to the company upon such terms or conditions as to the Court seems fit, and the costs of the summons and proceedings thereon shall be in the discretion of the Court.
(5)  Lists of share certificates or debentures called in under this section and not brought in shall be exhibited in the office of the company and shall be advertised in such newspapers and at such times as the company thinks fit.
[U.K.s.77.]
[Aust. s. 96.]
Notice of refusal to register transfer
128.
—(1)  If a company refuses to register a transfer of any shares, debentures or other interests in the company it shall, within one month after the date on which the transfer was lodged with it, send to the transferor and to the transferee notice of the refusal.
(2)  Where an application is made to a company for a person to be registered as a member in respect of shares which have been transferred or transmitted to him by act of parties or operation of law, the company shall not refuse registration by virtue of any discretion in that behalf conferred by the articles unless it has served on the applicant, within one month beginning with the day on which the application was made, a notice in writing stating the facts which are considered to justify refusal in the exercise of that discretion.
[10/74]
(3)  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 and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[15/84]
[U.K.s.78.]
[Aust. s. 97.]
Certification of transfers
129.
—(1)  The certification by a company of any instrument of transfer of shares, debentures or other interests in the company shall be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on the face of them show a prima facie title to the shares, debentures or other interests in the transferor named in the instrument of transfer but not as a representation that the transferor has any title to the shares, debentures or other interests.
(2)  Where any person acts on the faith of a false certification by a company made negligently, the company shall be under the same liability to him as if the certification had been made fraudulently.
(3)  Where any certification is expressed to be limited to 42 days or any longer period from the date of certification, the company and its officers shall not, in the absence of fraud, be liable in respect of the registration of any transfer of shares, debentures or other interests comprised in the certification after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not within that period been lodged with the company for registration.
(4)  For the purposes of this section —
(a)
an instrument of transfer shall be deemed to be certificated if it bears the words “certificate lodged” or words to the like effect;
(b)
the certification of an instrument of transfer shall be deemed to be made by a company if —
(i)
the person issuing the instrument is a person apparently authorised to issue certificated instruments of transfer on the company’s behalf; and
(ii)
the certification is signed by a person apparently authorised to certificate transfers on the company’s behalf or by any officer either of the company or of a corporation so apparently authorised; and
(c)
a certification that purports to be authenticated by a person’s signature or initials (whether handwritten or not) shall be deemed to be signed by him unless it is shown that the signature or initials were not placed there by him and were not placed there by any other person apparently authorised to use the signature or initials for the purpose of certificating transfers on the company’s behalf.
[U.K.s.79.]
[Aust. s. 98.]
Duties of company with respect to issue of certificates
130.
—(1)  Every company shall within two months after the allotment of any of its shares or debentures, and within one month after the date on which a transfer (other than such a transfer as the company is for any reason entitled to refuse to register and does not register) of any of its shares or debentures is lodged with the company, complete and have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer.
(2)  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 and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[15/84]
Power of Court where default in issue of certificates
(3)  If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificates or the debentures delivered to him, make an order directing the company and any officer of the company to make good the default within such time as is specified in the order, and the order may provide that all costs of and incidental to the application shall be borne by the company or by any officer of the company in default in such proportions as the Court thinks fit.
[U.K.s.80.]
[Aust. s. 99.]
Division 7A — The Central Depository
System — a book-entry or scripless system
for the transfer of listed securities
Interpretation
130A.  In this Division 7A — unless the contrary intention appears —
“account holder” means a person who has an account directly with the Depository and not through a depository agent;
“bare trustee” means a trustee who has no beneficial interest in the subject-matter of the trust;
“book-entry securities”, in relation to the Depository, means securities —
(a)
the documents evidencing title to which are deposited by a depositor with the Depository and are registered in the name of the Depository or its nominee; and
(b)
which are transferable by way of book-entry in the Depository Register and not by way of an instrument of transfer;
“Depository” means the Central Depository (Pte) Limited established by Stock Exchange, or any other corporation approved by the Minister as a depository company or corporation for the purposes of this Act, which as a bare trustee operates the Central Depository System for the holding and transfer of book-entry securities;
“Depository Register” means a register maintained by the Depository in respect of book-entry securities;
“depositor” means an account holder or a depository agent but does not include a sub-account holder;
“depository agent” means a member company of the stock Exchange, a trust company (registered under the Trust Companies Act [Cap. 336]), a banking corporation or merchant bank (approved by the Monetary Authority of Singapore under the Monetary of Singapore Act) or any other person or body approved by the Depository who or which —
(a)
performs services as a depository agent for sub-account holders in accordance with the terms of a depository agent agreement entered into between the Depository and the depository agent;
(b)
deposits book-entry securities with the Depository on behalf of the sub-account holders; and
(c)
establishes an account in its name with the Depository;
“derivative instruments”, in relation to debentures, stocks and shares, includes warrants, transferable subscription rights, options to subscribe for stocks or shares, convertibles and such other instruments as the Minister may, by order, prescribe;
“documents evidencing title” means —
(a)
in the case of stocks, shares, debentures or any derivative instruments related thereto of a company or debentures or any derivative instruments related thereto of the Government — the stock certificates, share certificates, debenture certificates or certificates representing the derivative instrument, as the case may be; and
(b)
in the case of stocks, shares, debentures or any derivative instruments related thereto of a foreign company or debentures of any derivative instruments related thereto of a foreign government or of an international body — such documents or other evidence of title thereto, as the Depository may require;
“international body” means the Asian Development Bank, the International Bank for Reconstruction and Development, the International Monetary Fund, the European Bank for Reconstruction and Development and such other international bodies as the Minister may, by order, prescribe;
“instrument” includes a deed or any other instrument in writing;
&