Singapore Statutes Online - 50 - Companies Act

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Contents

Companies Act
(CHAPTER 50)

Part I PRELIMINARY

1 Short title

2 Division into Parts

3 Repeals

4 Interpretation

5 Definition of subsidiary and holding company

5A Definition of ultimate holding company

5B Definition of wholly owned subsidiary

6 When corporations deemed to be related to each other

7 Interests in shares

7A Solvency statement and offence for making false statement

Part II ADMINISTRATION OF THIS ACT

8 Administration of Act and appointment of Registrar of Companies, etc.

8A Inspection of books of corporation

8B Power of Magistrate to issue warrant to seize books

8C Copies of or extracts from books to be admitted in evidence

8D Destruction, mutilation, etc., of company documents

8E Saving for advocates and solicitors

8F Investigation of certain matters

8G Savings for banks, insurance companies and certain financial institutions

8H Security of information

9 Approved liquidators

10 Company auditors

11 Disqualification of liquidators

12 Registers

12A Filing service

12B Rectification of register

13 Enforcement of duty to make returns

14 Relodging of lost registered documents

15 Size, durability and legibility of documents delivered to Registrar

16 Instant Information Service — exclusion of liability for errors or omissions

16A Supply of magnetic tapes — exclusion of liability for errors or omissions

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

17 Formation of companies

18 Private company

19 Registration and incorporation

20 Power to refuse registration

20A Minimum of one member

21 Membership of holding company

22 Requirements as to memorandum

Division 2 — Powers

23 Capacity and powers of company

24 Power of company to provide for employees on cessation of business

25 Ultra vires transactions

25A No constructive notice

26 General provisions as to alteration of memorandum

26A Power to entrench provisions of memorandum and articles of company

27 Names of companies

28 Change of name

29 Omission of "Limited" or "Berhad" in name of charitable and other companies

30 Registration of unlimited company as limited company, etc.

31 Change from public to private company

32 Default in complying with requirements as to private companies

33 Alterations of objects in memorandum

34 Alteration of memorandum by company pursuant to repeal and re-enactment of sections 10 and 14 of Residential Property Act

35 Articles of association

36 Adoption of Table A in Fourth Schedule

37 Alteration of articles

38 As to memorandum and articles of companies limited by guarantee

39 Effect of memorandum and articles

40 Copies of memorandum and articles

41 Ratification by company of contracts made before incorporation

42 (Repealed)

42A 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

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

43 (Repealed)

44 (Repealed)

45 (Repealed)

45A (Repealed)

46 (Repealed)

47 (Repealed)

48 (Repealed)

49 (Repealed)

50 (Repealed)

50A (Repealed)

51 (Repealed)

52 (Repealed)

53 (Repealed)

54 (Repealed)

55 (Repealed)

55A (Repealed)

55B (Repealed)

56 (Repealed)

Division 2 — Restrictions on allotment and commencement of business

57 (Repealed)

58 (Repealed)

59 Restriction on allotment in certain cases

60 Requirements as to statements in lieu of prospectus

61 Restrictions on commencement of business in certain circumstances

62 Restriction on varying contracts referred to in prospectus, etc.

Division 3 — Shares

62A No par value shares

62B Transitional provisions for section 62A

63 Return as to allotments

64 As to voting rights of equity shares in certain companies

65 Differences in calls and payments, etc.

66 Share warrants

67 (Repealed)

68 (Repealed)

69 (Repealed)

69A (Repealed)

69B (Repealed)

69C (Repealed)

69D (Repealed)

69E (Repealed)

69F (Repealed)

70 Redeemable preference shares

71 Power of company to alter its share capital

72 Validation of shares improperly issued

73 (Repealed)

74 Rights of holders of classes of shares

75 Rights of holders of preference shares to be set out in memorandum or articles

76 Company financing dealings in its shares, etc.

76A Consequences of company financing dealings in its shares, etc.

76B Company may acquire its own shares

76C Authority for off-market acquisition on equal access scheme

76D Authority for selective off-market acquisition

76DA Contingent purchase contract

76E Authority for market acquisition

76F Payments to be made only if company is solvent

76G Reduction of capital or profits or both on cancellation of repurchased shares

76H Treasury shares

76I Treasury shares: maximum holdings

76J Treasury shares: voting and other rights

76K Treasury shares: disposal and cancellation

77 Options over unissued shares

78 Power of company to pay interest out of capital in certain cases

Division 3A — Reduction of share capital

78A Preliminary

78B Reduction of share capital by private company

78C Reduction of share capital by public company

78D Creditor’s right to object to company’s reduction

78E Position at end of period for creditor objections

78F Power of Court where creditor objection made

78G Reduction by special resolution subject to Court approval

78H Creditor protection

78I Court order approving reduction

78J Offences for making groundless or false statements

78K Liability of members on reduced shares

Division 4 — Substantial shareholdings

79 Application and interpretation of Division

80 Persons obliged to comply with Division

81 Substantial shareholdings and substantial shareholders

82 Substantial shareholder to notify company of his interests

83 Substantial shareholder to notify company of change in interests

84 Person who ceases to be substantial shareholder to notify company

85 References to operation of section 7

86 Persons holding shares as trustees

87 Registrar may extend time for giving notice under this Division

88 Company to keep register of substantial shareholders

89 Offences against certain sections

90 Defence to prosecutions

91 Powers of Court with respect to defaulting substantial shareholders

92 (Repealed)

Division 5 — Debentures

93 Register of debenture holders and copies of trust deed

94 Specific performance of contracts

95 Perpetual debentures

96 Reissue of redeemed debentures

97 (Repealed)

98 (Repealed)

99 (Repealed)

100 Power of Court in relation to certain irredeemable debentures

101 (Repealed)

102 (Repealed)

103 (Repealed)

104 (Repealed)

105 (Repealed)

106 (Repealed)

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

106A (Repealed)

106B (Repealed)

106C (Repealed)

106D (Repealed)

106E (Repealed)

106F (Repealed)

106G (Repealed)

106H (Repealed)

106I (Repealed)

106J (Repealed)

106K (Repealed)

106L (Repealed)

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

107 (Repealed)

108 (Repealed)

109 (Repealed)

110 (Repealed)

111 (Repealed)

112 (Repealed)

113 (Repealed)

113A (Repealed)

114 (Repealed)

115 (Repealed)

116 (Repealed)

117 (Repealed)

118 (Repealed)

119 (Repealed)

120 (Repealed)

Division 7 — Title and transfers

121 Nature of shares

122 Numbering of shares

123 Certificate to be evidence of title

124 Company may have duplicate common seal

125 Loss or destruction of certificates

126 Instrument of transfer

127 Registrations of transfer at request of transferor

128 Notice of refusal to register transfer

128A Notice of transfer of shares

129 Certification of transfers

130 Duties of company with respect to issue of certificates and default in issue of certificates

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

130A Interpretation

130B Application of this Division

130C Establishment of Central Depository System

130CA Depository or nominee deemed to be bare trustee

130D Depository not a member of a company and depositors deemed to be members

130E Depository to certify names of depositors to corporation upon request

130F Maintenance of accounts

130G Transfers effected by Depository under book-entry clearing system

130H Depository to be discharged from liability if acting on instructions

130I Confirmation of transaction

130J No rectification of Depository Register

130K Trustee, executor or administrator of deceased depositor named as depositor

130L Non-application of certain provisions in bankruptcy and company liquidation law

130M Non-application of certain provisions in sections 21 and 76A

130N Security interest

130O Depository rules to be regarded as rules of a securities exchange that are subject to Securities and Futures Act

130P Regulations

Division 8 — Registration of charges

131 Registration of charges

132 Duty to register charges

133 Duty of company to register charges existing on property acquired

134 Register of charges to be kept by Registrar

135 Endorsement of certificate of registration on debentures

136 Entries of satisfaction and release of property from charge

137 Extension of time and rectification of register of charges

138 Company to keep copies of charging instruments and register of charges

139 Documents made out of Singapore

140 Charges, etc., created before 29th December 1967

141 Application of Division

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

142 Registered office of company

143 Office hours

144 Publication of name and registration number

Division 2 — Directors and officers

145 Directors

146 Restrictions on appointment or advertisement of director

147 Qualification of director

148 Restriction on undischarged bankrupt being director or manager

149 Disqualification of unfit directors of insolvent companies

149A Disqualification of directors of companies wound up on grounds of national security or interest

150 Appointment of directors to be voted on individually

151 Validity of acts of directors and officers

152 Removal of directors

153 Age limit for directors

154 Disqualification to act as director on conviction of certain offences

155 Disqualification for persistent default in relation to delivery of documents to Registrar

155A Disqualification under Limited Liability Partnerships Act 2005

156 Disclosure of interests in transactions, property, offices, etc.

157 As to the duty and liability of officers

157A Powers of directors

157B Director declarations where company has one director

157C Use of information and advice

158 Disclosure of company information by certain directors

159 Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council

160 Approval of company required for disposal by directors of company’s undertaking or property

160A (Repealed)

160B (Repealed)

160C (Repealed)

160D (Repealed)

161 Approval of company required for issue of shares by directors

162 Loans to directors

163 Prohibition of loans to persons connected with directors of lending company

164 Register of director’s shareholdings

164A Power to require disclosure of directors’ emoluments

165 General duty to make disclosure

166 (Repealed)

167 (Repealed)

168 Payments to director for loss of office, etc.

169 Provision and improvement of director’s emoluments

170 Provisions as to assignment of office

171 Secretary

172 Provisions indemnifying directors or officers

173 Register of directors, managers, secretaries and auditors

Division 3 — Meetings and proceedings

173A (Repealed)

174 Statutory meeting and statutory report

175 Annual general meeting

175A Private company may dispense with annual general meetings

176 Convening of extraordinary general meeting on requisition

177 Calling of meetings

178 Articles as to right to demand a poll

179 Quorum, chairman, voting, etc., at meetings

180 As to member’s rights at meetings

181 Proxies

182 Power of Court to order meeting

183 Circulation of members’ resolutions, etc.

184 Special resolutions

184A Passing of resolutions by written means

184B Requirements for passing of resolutions by written means

184C Where directors seek agreement to resolution by written means

184D Members may require general meeting for resolution

184E Company’s duty to notify members that resolution passed by written means

184F Recording of resolutions passed by written means

184G Resolutions of one member companies

185 Resolution requiring special notice

186 Registration and copies of certain resolutions

187 Resolutions at adjourned meetings

188 Minutes of proceedings

189 Inspection of minute books

Division 4 — Register of members

190 Register and index of members

191 Where register to be kept

192 Inspection and closing of register

193 Consequences of default by agent

194 Power of Court to rectify register

195 Limitation of liability of trustee, etc., registered as holder of shares

196 Branch registers

Division 5 — Annual return

197 Annual return by company having a share capital

198 (Repealed)

Part VI ACCOUNTS AND AUDIT

Division 1 — Accounts

199 Accounting records and systems of control

200 As to accounting periods of companies within the same group

200A (Repealed)

201 Accounts, consolidated accounts and directors’ report

201A (Repealed)

201B Audit committees

201C Directors need not lay accounts before company if resolution under section 175A in force

202 Relief from requirements as to form and content of accounts and reports

203 Members of company entitled to balance-sheet, etc.

203A Provision of summary financial statement to members

204 Penalty

Division 2 — Audit

205 Appointment and remuneration of auditors

205A Certain companies exempt from obligation to appoint auditors

205B Dormant company exempt from audit requirements

205C Exempt private company exempt from audit requirements

205D Registrar may require company exempt from audit requirements to lodge audited accounts

206 Auditors’ remuneration

207 Powers and duties of auditors as to reports on accounts

208 Auditors and other persons to enjoy qualified privilege in certain circumstances

209 Duties of auditors to trustee for debenture holders

209A Interpretation

209B (Repealed)

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

210 Power to compromise with creditors and members

211 Information as to compromise with creditors and members

212 Approval of compromise or arrangement by Court

213 (Repealed)

214 (Repealed)

215 Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority

215A Amalgamations

215B Amalgamation proposal

215C Manner of approving amalgamation proposal

215D Short form amalgamation

215E Registration of amalgamation

215F Notice of amalgamation, etc.

215G Effect of amalgamations

215H Power of Court in certain cases

215I Solvency statement in relation to amalgamating company and offence for making false statement

215J Solvency statement in relation to amalgamated company and offence for making false statement

216 Personal remedies in cases of oppression or injustice

216A Derivative or representative actions

216B Evidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A

Part VIII RECEIVERS AND MANAGERS

217 Disqualification for appointment as receiver

218 Liability of receiver

219 Power of Court to fix remuneration of receivers or managers

220 Appointment of liquidator as receiver

221 Notification of appointment of receiver

222 Statement that receiver appointed

223 Provisions as to information where receiver or manager appointed

224 Special provisions as to statement submitted to receiver

225 Lodging of accounts of receivers and managers

226 Payments of certain debts out of assets subject to floating charge in priority to claims under charge

227 Enforcement of duty of receiver, etc., to make returns

Part VIIIA JUDICIAL MANAGEMENT

227A Application to Court for a company to be placed under judicial management and for appointment of a judicial manager

227B Power of Court to make a judicial management order and appoint a judicial manager

227C Effect of application for a judicial management order

227D Effect of judicial management order

227E Notification of judicial management order

227F Vacancy in appointment of judicial manager

227G General powers and duties of judicial manager

227H Power to deal with charged property, etc.

227I Agency and liability for contracts

227J Vacation of office and release

227K Information to be given by and to judicial manager

227L Company’s statement of affairs

227M Statement of proposals

227N Consideration of proposals by creditors’ meeting

227O Committee of creditors

227P Duty to manage company’s affairs, etc., in accordance with approved proposals

227Q Duty to apply for discharge of judicial management order

227R Protection of interests of creditors and members

227S Trade union representation on behalf of members who are creditors and employees of a company

227T Undue preference in case of judicial management

227U Delivery and seizure of property

227V Duty to co-operate with judicial manager

227W Inquiry into company’s dealings, etc.

227X Application of certain provisions in Parts VII and X to a company under judicial management

Part IX INVESTIGATIONS

228 Application of this Part

229 Interpretation

230 Power to declare company or foreign company

231 Appointment of inspectors for declared companies

232 Investigation of affairs of company by inspectors at direction of Minister

233 As to reports of inspectors

234 (Repealed)

235 Investigation of affairs of related corporation

236 Procedure and powers of inspector

237 As to costs of investigations

238 Report of inspector to be admissible in evidence

239 Powers of inspector in relation to a declared company

240 Suspension of actions and proceedings by declared company

241 Winding up of company

242 Penalties

243 Appointment and powers of inspectors to investigate ownership of company

244 Power to require information as to persons interested in shares or debentures

245 Power to impose restrictions on shares or debentures

246 Inspectors appointed in other countries

Part X WINDING UP

Division 1 — Preliminary

247 Modes of winding up

248 Application of this Division

249 Government bound by certain provisions

250 Liability as contributories of present and past members

251 Nature of liability of contributory

252 Contributories in case of death of member

Division 2 — Winding up by Court

Subdivision 1 General

253 Application for winding up

254 Circumstances in which company may be wound up by Court

255 Commencement of winding up

256 Payment of preliminary costs, etc.

257 Powers of Court on hearing winding up application

258 Power to stay or restrain proceedings against company

259 Avoidance of dispositions of property, etc.

260 Avoidance of certain attachments, etc.

261 Winding up application to be lis pendens

262 Copy of order to be lodged, etc.

Subdivision 2 Liquidators

263 Appointment, style, etc., of liquidators

264 Provisions where person other than Official Receiver is appointed liquidator

265 Control of unofficial liquidators by Official Receiver

266 Control of Official Receiver by Minister

267 Provisional liquidator

268 General provisions as to liquidators

269 Custody and vesting of company’s property

270 Statement of company’s affairs to be submitted to Official Receiver

271 Report by liquidator

272 Powers of liquidator

273 Exercise and control of liquidator’s powers

274 Payment by liquidator into bank

275 Release of liquidators and dissolution of company

276 As to orders for release or dissolution

Subdivision 3 Committees of inspection

277 Meetings to determine whether committee of inspection to be appointed

278 Constitution and proceedings of committee of inspection

Subdivision 4 General powers of Court

279 Power to stay winding up

280 Settlement of list of contributories and application of assets

281 Payment of debts due by contributory, to company, and extent to which set-off allowed

282 Appointment of special manager

283 Claims of creditors and distribution of assets

284 Inspection of books and papers by creditors and contributories

285 Power to summon persons connected with company

286 Power to order public examination of promoters, directors, etc.

287 Power to arrest absconding contributory, director or former director

288 Delegation to liquidator of certain powers of Court

289 Powers of Court cumulative

Division 3 — Voluntary winding up

Subdivision 1 Introductory

290 Circumstances in which company may be wound up voluntarily

291 Provisional liquidator

292 Effect of voluntary winding up

293 Declaration of solvency

Subdivision 2 Provisions applicable only to members’ voluntary winding up

294 Liquidator

295 Duty of liquidator to call creditors’ meeting in case of insolvency

Subdivision 3 Provisions applicable only to creditors’ voluntary winding up

296 Meeting of creditors

297 Liquidator

298 Committee of inspection

299 Property and proceedings

Subdivision 4 Provisions applicable to every voluntary winding up

300 Distribution of property of company

301 Appointment of liquidator

302 Removal of liquidator

303 Review of liquidator’s remuneration

304 Act of liquidator valid, etc.

305 Powers and duties of liquidator

306 Power of liquidator to accept shares, etc., as consideration for sale of property of company

307 Annual meeting of members and creditors

308 Final meeting and dissolution

309 Arrangement when binding on creditors

310 Application to Court to have questions determined or powers exercised

311 Costs

312 Limitation on right to wind up voluntarily

Division 4 — Provisions applicable to every mode of winding up

Subdivision 1 General

313 Books to be kept by liquidator

314 Powers of Official Receiver where no committee of inspection

315 Appeal against decision of liquidator

316 Notice of appointment and address of liquidator

317 Liquidator’s accounts

318 Liquidator to make good defaults

319 Notification that a company is in liquidation

320 Books and papers of company and liquidator

321 Investment of surplus funds on general account

322 Unclaimed assets to be paid to Official Receiver

322A Outstanding assets of company wound up on grounds of national security or interest

323 Expenses of winding up where assets insufficient

324 Resolutions passed at adjourned meetings of creditors and contributories

325 Meetings to ascertain wishes of creditors or contributories

326 Special commission for receiving evidence

Subdivision 2 Proof and ranking of claims

327 Proof of debts

328 Priorities

Subdivision 3 Effect on other transactions

329 Undue preference

330 Effect of floating charge

331 Liquidator’s right to recover in respect of certain sales to or by company

332 Disclaimer of onerous property

333 Interpretation

334 Restriction of rights of creditor as to execution or attachment

335 Duties of bailiff as to goods taken in execution

Subdivision 4 Offences

336 Offences by officers of companies in liquidation

337 Inducement to be appointed liquidator

338 Penalty for destruction, falsification, etc., of books

339 Liability where proper accounts not kept

340 Responsibility for fraudulent trading

341 Power of Court to assess damages against delinquent officers, etc.

342 Prosecution of delinquent officers and members of company

Subdivision 5 Dissolution

343 Power of Court to declare dissolution of company void

344 Power of Registrar to strike defunct company off register

345 Official Receiver to act as representative of defunct company in certain events

346 Outstanding assets of defunct company to vest in Official Receiver

347 Disposal of outstanding interests in property

348 Liability of Official Receiver and Government as to property vested in Official Receiver

349 Accounts and audit

Division 5 — Winding up of unregistered companies

350 Definition of unregistered company

351 Winding up of unregistered companies

352 Contributories in winding up of unregistered company

353 Power of Court to stay or restrain proceedings

354 Outstanding assets of defunct unregistered company

Part XI VARIOUS TYPES OF COMPANIES, ETC.

Division 1 — Investment companies

355 (Repealed)

356 (Repealed)

357 (Repealed)

358 (Repealed)

359 (Repealed)

360 (Repealed)

361 (Repealed)

362 (Repealed)

363 (Repealed)

364 (Repealed)

Division 2 — Foreign companies

365 Foreign companies to which this Division applies

366 Interpretation of this Division

367 Power of foreign companies to hold immovable property

368 Documents, etc., to be lodged by foreign companies having place of business in Singapore

369 Power to refuse registration of a foreign company in certain circumstances

370 As to registered office and agents of foreign companies

371 Transitory provisions

372 Return to be filed where documents, etc., altered

373 Balance-sheets

374 (Repealed)

375 Obligation to state name of foreign company, whether limited, and country where incorporated

376 Service of document

377 Cesser of business in Singapore

378 Restriction on use of certain names

379 Branch register

380 Registration of shares in branch register

381 Removal of shares from branch register

382 Index of members, inspection and closing of branch registers

383 Application of provisions of this Act relating to transfer

384 Branch register to be prima facie evidence

385 Certificate as to shareholding

386 Penalties

Part XII GENERAL

Division 1 — Enforcement of this Act

387 Service of documents on company

387A Electronic transmission of notices of meetings

387B Electronic transmission of documents

388 Security for costs

389 As to rights of witnesses to legal representation

390 Disposal of shares of shareholder whose whereabouts unknown

391 Power to grant relief

392 Irregularities

393 Privileged communications

394 Production and inspection of books or papers where offence suspected

395 Form of registers, etc.

396 Inspection of registers, etc.

397 Translations of instruments, etc.

398 Certificate of incorporation conclusive evidence

399 Court may compel compliance

Division 2 — Offences

400 (Repealed)

401 False and misleading statement

402 False statements or reports

403 Dividends payable from profits only

404 Fraudulently inducing persons to invest money

405 Penalty for carrying on business without registering a corporation and for improper use of words "Limited" and "Berhad"

406 Frauds by officers

407 General penalty provisions

408 Default penalties

409 Proceedings how and when taken

409A Injunctions

409B (Repealed)

Division 3 — Miscellaneous

410 Rules

411 Regulations

FIRST SCHEDULE Repealed Written Laws

SECOND SCHEDULE Fees to be Paid to the Registrar

THIRD SCHEDULE Repealed

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

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in Lieu of Prospectus

SEVENTH SCHEDULE Statement Required Pursuant to Division 6 of Part Iv

EIGHTH SCHEDULE Annual Return of A Company Having A Share Capital

NINTH SCHEDULE Accounts and Consolidated Accounts

TENTH SCHEDULE Take-over Offers

ELEVENTH SCHEDULE Powers of Judicial Manager

Legislative Source Key

Legislative History

Comparative Table

Related Subsidiary Legislation | Legislative History | Amendment Annotation off

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On 20/06/2013, you requested for the version in force on 20/06/2013 incorporating all amendments published on or before 20/06/2013. The closest version currently available is that of 18/04/2013.

Power to entrench provisions of memorandum and articles of company

26A.

—(1) An entrenching provision may —

(a)

be included in the memorandum or articles with which a company is formed; and

(b)

at any time be inserted in the memorandum or articles of a company only if all the members of the company agree.

[5/2004]

(2) An entrenching provision may be removed or altered only if all the members of the company agree.

[5/2004]

(3) The provisions of this Act relating to the alteration of the memorandum or articles of a company are subject to any entrenching provision in the memorandum or articles of a company.

[5/2004]

(4) In this section, “entrenching provision” means a provision of the memorandum or articles of a company to the effect that other specified provisions of the memorandum or articles —

(a)

may not be altered in the manner provided by this Act; or

(b)

may not be so altered except —

(i)

by a resolution passed by a specified majority greater than 75% (the minimum majority required by this Act for a special resolution); or

(ii)

where other specified conditions are met.

[UK, Bill, 2002, Clause 21]

[5/2004]