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Contents

Long Title

Part I PRELIMINARY

Part II ADMINISTRATION OF THIS ACT

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

Division 2 — Powers

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

Division 2 — Restrictions on allotment and commencement of business

Division 3 — Shares

Division 3A — Reduction of share capital

Division 4 — Substantial shareholdings

Division 5 — Debentures

Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements

Division 6 — Interests other than shares, debentures, etc.

Division 7 — Title and transfers

Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities

Division 8 — Registration of charges

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

Division 2 — Directors and officers

Division 3 — Meetings and proceedings

Division 4 — Register of members

Division 5 — Annual return

Part VI ACCOUNTS AND AUDIT

Division 1 — Accounts

Division 2 — Audit

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

Part VIII RECEIVERS AND MANAGERS

Part VIIIA JUDICIAL MANAGEMENT

Part IX INVESTIGATIONS

Part X WINDING UP

Division 1 — Preliminary

Division 2 — Winding up by Court

Subdivision 1 General

Subdivision 2 Liquidators

Subdivision 3 Committees of inspection

Subdivision 4 General powers of Court

Division 3 — Voluntary winding up

Subdivision 1 Introductory

Subdivision 2 Provisions applicable only to members’ voluntary winding up

Subdivision 3 Provisions applicable only to creditors’ voluntary winding up

Subdivision 4 Provisions applicable to every voluntary winding up

Division 4 — Provisions applicable to every mode of winding up

Subdivision 1 General

Subdivision 2 Proof and ranking of claims

Subdivision 3 Effect on other transactions

Subdivision 4 Offences

Subdivision 5 Dissolution

Division 5 — Winding up of unregistered companies

Part XI VARIOUS TYPES OF COMPANIES, ETC.

Division 1 — Investment companies

Division 2 — Foreign companies

Part XII GENERAL

Division 1 — Enforcement of this Act

Division 2 — Offences

Division 3 — Miscellaneous

FIRST SCHEDULE Repealed Written Laws

SECOND SCHEDULE Fees to be Paid to the Registrar

THIRD SCHEDULE Repealed

FOURTH SCHEDULE Table ARegulations for Management of A Company Limited by Shares

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in Lieu of Prospectus

SEVENTH SCHEDULE Statement Required Pursuant to Division 6 of Part Iv

EIGHTH SCHEDULE Annual Return of A Company Having A Share Capital

NINTH SCHEDULE Accounts and Consolidated Accounts

TENTH  SCHEDULE Take-over Offers

ELEVENTH  SCHEDULE Powers of Judicial Manager

Legislative Source Key

Legislative History

Comparative Table

 
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On 22/10/2014, you requested the version in force on 22/10/2014 incorporating all amendments published on or before 22/10/2014. The closest version currently available is that of 07/03/2014.
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Secretary
171.
—(1)  Every company shall have one or more secretaries each of whom shall be a natural person who has his principal or only place of residence in Singapore.
[13/87; 40/89]
(1A)  It shall be the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.
[8/2003]
(1AA)  In addition, it shall be the duty of the directors of a public company to take all reasonable steps to secure that each secretary of the company is a person who —
(a)
on 15th May 1987 held the office of secretary in that company and continued to hold that office on 15th May 2003;
(b)
for at least 3 years in the period of 5 years immediately preceding his appointment as secretary, held the office of secretary of a company;
(c)
is a qualified person under the Legal Profession Act (Cap. 161), a public accountant, a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators, or a member of such other professional association as may be prescribed; or
(d)
is, by virtue of such academic or professional qualifications as may be prescribed, capable of discharging the functions of secretary of the company.
[8/2003; 4/2004]
(1AB)  The Registrar may require a private company to appoint a person who satisfies subsection (1AA)(b), (c) or (d) as its secretary if he is satisfied that the company has failed to comply with any provision of this Act with respect to the keeping of any register or other record.
[8/2003]
(1B)  Any person who is appointed by the directors of a company as a secretary shall, at the time of his appointment, by himself or through a prescribed person authorised by him, file with the Registrar a declaration in the prescribed form that he consents to act as secretary and providing the prescribed particulars.
[12/2002; 8/2003]
(1C)  A person to whom subsection (1AA)(a) applies who, after 15th May 1987, becomes a secretary of another company and is not qualified to act as secretary under subsection (1AA)(b), (c) and (d) shall not be regarded as being a person who is qualified to discharge the functions of secretary under this subsection.
[8/2003]
(1D)  In this subsection and section 173, “secretary” includes an assistant or deputy secretary.
(1E)  Where a director is the sole director of a company, he shall not act or be appointed as the secretary of the company.
[5/2004]
(2)  Subsection (1) shall not operate to prevent a corporation which was acting as the secretary of a company immediately before 29th December 1967 from continuing to act as secretary of that company for a period of 12 months after that date.
[S 258/67]
(3)  The secretary or secretaries shall be appointed by the directors and at least one of those secretaries shall be present at the registered office of the company by himself or his agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.
(4)  Anything required or authorised to be done by or in relation to the secretary may, if the office is vacant or for any other reason the secretary is not capable of acting, be done by or in relation to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or in relation to any officer of the company authorised generally or specially in that behalf by the directors:
Provided that the office of secretary shall not be left vacant for more than 6 months at any one time.
(5)  A provision requiring or authorising a thing to be done by or in relation to a director and the secretary shall not be satisfied by its being done by or in relation to the same person acting both as director and as, or in place of, the secretary.
[UK, 1948, s. 177-179; UK, 1985, s. 283; Aust., 1961, s. 132]