Singapore Government
Link to AGC Website
Home | Search | Browse | Results | My Preferences
 
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FIRST SCHEDULE Repealed written laws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

FOURTH SCHEDULE Regulations for management of a company limited by shares

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in lieu of prospectus

SEVENTH SCHEDULE

EIGHTH SCHEDULE Annual return of a company having a share capital

NINTH SCHEDULE

TENTH  SCHEDULE

ELEVENTH  SCHEDULE Powers of judicial manager

Legislative Source Key

Legislative History

Comparative Table

 
Slider
Left Corner
Previous | Next Print   Link to In-Force Version
On 27/11/2014, you requested the version in force on 27/11/2014 incorporating all amendments published on or before 27/11/2014. The closest version currently available is that of 07/03/2014.
Slider
Companies Act
(CHAPTER 50)

(Original Enactment: Act 42 of 1967)

REVISED EDITION 2006
(31st October 2006)
An Act relating to companies.
[29th December 1967]
PART I
PRELIMINARY
Short title
1.  This Act may be cited as the Companies Act.
Division into Parts
2.  This Act is divided into Parts, Divisions and Subdivisions as follows:
Part I
sections 1-7A
...
Preliminary
sections 1-7A.
Part II
sections 8-16
...
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 62A-78.
 
...
Division 3A — Reduction of Share Capital sections 78A-78K.
 
...
Division 4 — Substantial shareholdings sections 79-92.
 
...
Division 5 — Debentures
sections 93-106.
 
...
Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements
sections 106A to 106L.
 
...
Division 6 — Interests other than shares, debentures, etc.
sections 107-120.
 
...
Division 7 — Title and transfers
sections 121-130.
 
...
Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of 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 173A-189.
 
...
Division 4 — Register of members
sections 190-196.
 
...
Division 5 — Annual return
sections 197-198.
Part VI
Accounts and Audit
...
Division 1 — Accounts
sections 199-204.
sections 199-209B
...
Division 2 — Audit
sections 205-209B.
Part VII
sections 210-216B
...
Arrangements, Reconstructions and Amalgamations
sections 210-216B.
Part VIII
...
Receivers and Managers
sections 217-227
...
sections 217-227.
Part VIIIA
...
Judicial Management
sections 227A-227X
...
sections 227A-227X.
Part IX
...
Investigations
sections 228-246.
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.
Part XII
General
sections 387-411
...
Division 1 — Enforcement of this Act
sections 387-399.
 
...
Division 2 — Offences
sections 400-409A.
 
...
Division 3 — Miscellaneous
sections 410-411.
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
(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.
[S 258/67]
(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;
“Accounting Standards” means the accounting standards made or formulated by the Accounting Standards Council under Part III of the Accounting Standards Act 2007 and applicable to companies and to foreign companies in respect of their operations in Singapore for the purposes of this Act;
[39/2007 wef 01/11/2007]
“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 liquidator” means —
(a)
a person who falls within a class of persons declared as approved liquidators under section 9(1); or
(b)
a person who has been approved under section 9(2) as a liquidator and whose approval has not been revoked;
“articles” means articles of association;
“audit requirements” means the requirements of sections 201(4) and (4A) and 207;
“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act (Cap. 2A);
“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 on microfilm or 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;
“business day” means any day other than a Saturday, Sunday or public holiday;
“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;
(d)
any registered trade union; or
(e)
any limited liability partnership;
“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;
(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;
(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;
“electronic communication” means communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person) —
(a)
by means of a telecommunication system; or
(b)
by other means but while in an electronic form,
such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form;
“emoluments”, 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;
“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 2 years as specified in section 17(6), a company limited both by shares and guarantee;
“limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2005 (Act 5 of 2005);
“listed corporation” means a corporation that has been admitted to the official list of a securities exchange in Singapore and has not been removed from that official list;
“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 units in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act (Cap. 289);
“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 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;
“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;
“prescribed” means prescribed under this Act or by the rules;
“prescribed person” means a person, or a person within a class of persons, prescribed by the Minister;
“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;
(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;
“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —
(a)
inviting applications or offers from the public to subscribe for or purchase; or
(b)
offering to the public for subscription or purchase,
any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 257 of the Securities and Futures Act (Cap. 289), but does not include —
(i)
a profile statement; or
(ii)
any material, advertisement or publication which is authorised by section 251 (other than subsection (5)) of that Act;
“public accountant” means a person who is registered or deemed to be registered under the Accountants Act (Cap. 2) as a public accountant;
“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 stocks 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;
“telecommunication system” has the same meaning as in the Telecommunications Act (Cap. 323);
“treasury share” means a share which —
(a)
was (or is treated as having been) purchased by a company in circumstances in which section 76H applies; and
(b)
has been held by the company continuously since the treasury share was so purchased;
“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;
“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.
[S 258/67; 62/70; 10/74; 15/84; 13/87; 22/93; 36/2000; 42/2001; 12/2002; 8/2003; 3/2004; 4/2004; 5/2004; 5/2005; 21/2005]
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 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.
[42/2001]
When statement included in statement in lieu of prospectus
(4)  For the purposes of this Act, a statement shall be deemed to be included in a 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.
[42/2001]
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 lend money to a corporation (other than a corporation that is a prescribed entity referred to in section 239(4) of the Securities and Futures Act (Cap. 289) shall be deemed to be an invitation to subscribe for or purchase debentures of the corporation.
[42/2001]
(5A)  For the purposes of this Act, 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.
[42/2001]
(6)  [Deleted by Act 42 of 2001]
(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 an 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).
(10)  A reference in this Act to the directors of a company shall, in the case of a company which has only one director, be construed as a reference to that director.
[5/2004]
(11)  A reference in this Act to the doing of any act by 2 or more directors of a company shall, in the case of a company which has only one director, be construed as the doing of that act by that director.
[5/2004]
[UK, 1985, s. 162A; UK, Treasury Shares, reg. 3; Aust., 1961, s. 5]
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 and treasury shares); or
(b)
the first-mentioned corporation is a subsidiary of any corporation which is that other corporation’s subsidiary.
[21/2005]
(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]
[UK, 1948, s. 154; Aust., 1961, 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., 1961, 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.
[62/70; 49/73; 10/74]
(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)  A unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act (Cap. 289) —
(a)
that is issued or offered to the public for subscription or purchase, or for which the public is invited to subscribe for or purchase, and that has been so subscribed or purchased; or
(b)
that is issued for the purpose of an offer to the public by and is held by the manager concerned within the meaning of section 283 of that Act,
does not constitute an interest in a share.
[42/2001]
(4)  Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share and —
(a)
the body corporate is, or its directors are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of a person; or
(b)
a person has a controlling interest in the body corporate,
that person shall be deemed to have an interest in that share.
[38/98]
(4A)  Where a body corporate has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a share and —
(a)
a person is;
(b)
the associates of a person are; or
(c)
a person and his associates are,
entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the body corporate, that person shall be deemed to have an interest in that share.
[38/98]
(5)  For the purposes of subsection (4A), 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; 38/98]
(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;
(ca)
an interest of a company in its own shares being purchased or otherwise acquired in accordance with sections 76B to 76G (including treasury shares); 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; 38/98; 21/2005]
(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.
[62/70]
[UK, Treasury Shares, Sch., para. 17]
Solvency statement and offence for making false statement
7A.
—(1)  In this Act, unless the context otherwise requires, “solvency statement”, in relation to a proposed redemption of preference shares by a company out of its capital under section 70, a proposed giving of financial assistance by a company under section 76(9A) or (9B) or a proposed reduction by a company of its share capital under section 78B or 78C, means a statement by the directors of the company —
(a)
that they have formed the opinion that, as regards the company’s situation at the date of the statement, there is no ground on which the company could then be found to be unable to pay its debts;
(b)
that they have formed the opinion —
(i)
if it is intended to commence winding up of the company within the period of 12 months immediately following the date of the statement, that the company will be able to pay its debts in full within the period of 12 months beginning with the commencement of the winding up; or
(ii)
if it is not intended so to commence winding up, that the company will be able to pay its debts as they fall due during the period of 12 months immediately following the date of the statement; and
(c)
that they have formed the opinion that the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed redemption, giving of financial assistance or reduction (as the case may be), become less than the value of its liabilities (including contingent liabilities),
being a statement which complies with subsection (2).
[21/2005]
(2)  The solvency statement —
(a)
if the company is exempt from audit requirements under section 205B or 205C, shall be in the form of a statutory declaration; or
(b)
if the company is not such a company, shall be in the form of a statutory declaration or shall be accompanied by a report from its auditor that he has inquired into the affairs of the company and is of the opinion that the statement is not unreasonable given all the circumstances.
[21/2005]
(3)  In forming an opinion for the purposes of subsection (1)(a) and (b), the directors of the company must take into account all liabilities of the company (including contingent liabilities).
[21/2005]
(4)  In determining, for the purposes of subsection (1)(c), whether the value of the company’s assets is or will become less than the value of its liabilities (including contingent liabilities) the directors of the company —
(a)
must have regard to —
(i)
the most recent financial statements of the company that comply with section 201(1A), (3) and (3A), as the case may be; and
(ii)
all other circumstances that the directors know or ought to know affect, or may affect, the value of the company’s assets and the value of its liabilities (including contingent liabilities); and
(b)
may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances.
[21/2005]
(5)  In determining, for the purposes of subsection (4), the value of a contingent liability, the directors of a company may take into account —
(a)
the likelihood of the contingency occurring; and
(b)
any claim the company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability.
[21/2005]
(6)  A director of a company who makes a solvency statement without having reasonable grounds for the opinions expressed in it shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both.
[21/2005]
[UK, Bill, 2002, Clause 63; Companies, s. 76F (4) to (6)]
PART II
ADMINISTRATION OF THIS ACT
Administration of Act and appointment of Registrar of Companies, etc.
8.
—(1)  The Authority shall be responsible for the administration of this Act, subject to the general or special directions of the Minister.
[3/2004]
(1A)  The Minister may, after consultation with the Authority —
(a)
appoint an officer of the Authority to be the Registrar of Companies; and
(b)
from among the officers of the Authority, public officers and the officers of any other statutory board, appoint such number of Deputy Registrars and Assistant Registrars of Companies as he considers necessary,
for the proper administration of this Act.
[3/2004]
(1B)  The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of his powers, functions or duties under this Act, and the Registrar shall give effect to such directions.
[3/2004]
(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]
(6A)  All fees collected by the Registrar under this Act shall be paid into the funds of the Authority.
[3/2004]
(7)  The Minister may by notification in the Gazette add to, vary or amend the Eighth Schedule in relation to the contents of the annual return of a company having a share capital.
[13/87; 12/2002]
[Aust., 1961, s. 7]
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 section 8B 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.
[13/87]
(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.
[13/87]
(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 who is or was at any time employed by the corporation to provide an explanation of any of them; and
(b)
if the books are not produced, to require the person required to produce them to state to the best of his knowledge and belief, where they are.
[13/87]
(4)  A statement made by a person in compliance with a requirement imposed by this section may be used in evidence against him.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(8)  A person, who in purported compliance with a requirement imposed by the section to provide an explanation or a statement which he knows to be false or misleading in a material particular or recklessly provides or makes an explanation or a 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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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]
Approved liquidators
9.
—(1)  The Minister may, by order published in the Gazette, declare that persons within a specified class of persons shall be approved liquidators for the purposes of this Act.
[5/2004]
(2)  Any person who does not fall within a class of persons declared under subsection (1) 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.
[5/2004]
(3)  Any approval granted by the Minister under subsection (2) 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 written notice of revocation on the approved person.
[5/2004]
(4)  Every approval under subsection (2) including a renewal of approval of a liquidator shall remain in force until 31st March in the third year following the year in which the approval was granted unless sooner revoked by the Minister.
[5/2004]
(5)  The Minister may delegate his power under subsection (2) to any person charged with the responsibility for the registration or control of accountants in Singapore.
[5/2004]
(6)  Any person who is dissatisfied with the decision of any person to whom the Minister has delegated his power under subsection (2) may appeal to the Minister who may in his discretion confirm, reverse or vary such decision.
[5/2004]
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 auditor of the company —
(a)
if he is not a public accountant;
(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.
[5/2004]
(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)  An accounting 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 auditor of the company if any partner of the firm (whether or not he is a public accountant) is a person described in subsection (1)(b), (c) or (d).
[5/2004]
(6)  If an accounting firm contravenes subsection (5), every partner of the firm shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[5/2004]
(7)  An accounting corporation 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 auditor of the company if —
(a)
any director of the corporation (whether or not he is a public accountant); or
(b)
any employee of the corporation, who is a public accountant and practising as such in that corporation,
is a person described in subsection (1)(b), (c) or (d).
[5/2004]
(8)  If an accounting corporation contravenes subsection (7) —
(a)
the corporation; and
(b)
the director or employee who caused the contravention,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[5/2004]
(9)  No company or person shall appoint any individual as auditor of a company unless the individual has prior to such appointment consented in writing to act as auditor of that company.
[5/2004]
(10)  No company or person shall appoint any accounting firm or accounting corporation as auditor of a company unless the firm or corporation has prior to such appointment consented, in writing under the hand of at least one partner of the firm or director of the corporation, as the case may be, to act as auditor of that company.
[5/2004]
(11)  Where an accounting firm is appointed as the auditor of a company in the name of the firm, such appointment shall take effect and operate as if the partners of the firm at the time of the appointment, who are public accountants at that time, have been appointed as auditors of the company.
[5/2004]
(12)  Where an accounting corporation is appointed as the auditor of a company in the name of the corporation, such appointment shall take effect and operate as if the directors and employees of the corporation who are practising as public accountants in that corporation have been appointed as auditors of the company.
[5/2004]
(13)  Subsection (12) shall apply to a director or an employee practising as a public accountant in an accounting corporation, even if his appointment as director or employment with the corporation commenced after the date on which the corporation was appointed as auditor of the company.
[5/2004]
(14)  In this section —
“accounting corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act (Cap. 2);
“accounting firm” means a firm approved or deemed to be approved as an accounting firm under the Accountants Act (Cap. 2).
[5/2004]
[Aust., 1961, 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., 1961, 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.
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]
(2B)  Notwithstanding the cancellation of any notification referred to in subsection (2A) in respect of a company, subsection (2) shall not apply to any document or certificate relating to that company that is filed or lodged with the Registrar, or issued under the Act, before the date of such cancellation, whether or not that company remains an exempt private company wholly owned by the Government, and whether or not it has been wound up.
[12/2002]
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 any 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., 1961, s. 12]
Filing service
12A.
—(1)  Where the Registry of Companies provides a service whereby documents under this Act may be filed or lodged with or submitted to the Registrar electronically, 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.
[13/87; 22/93; 12/2002]
(1A)  The Minister may by regulations permit or require any document —
(a)
to be filed or lodged with or submitted to the Registrar under this Act; or
(b)
to be issued by the Registrar under this Act,
to be filed, lodged, submitted or issued using the service referred to in subsection (1).
[12/2002]
(1B)  The regulations under subsection (1A) may —
(a)
permit or require such document to be filed, lodged or submitted by a prescribed person on behalf of the person concerned under specified circumstances; and
(b)
contain such transitional and other supplementary and incidental provisions as appear to the Minister to be appropriate.
[12/2002]
Evidentiary value of copies of electronically filed documents certified by Registrar
(2)  A copy of or extract from any document electronically filed or lodged with or submitted to the Registrar 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.
[13/87; 12/2002]
(3)  Any information supplied by the Registrar that is certified by the Registrar under his hand and seal to be a true extract from any document filed or lodged with or submitted to the Registrar using the service referred to in subsection (1) shall in any proceedings be admissible in evidence and be presumed, unless evidence to the contrary is adduced, to be a true extract from such document.
[12/2002]
(4)  Subsections (2) and (3) have effect notwithstanding the provisions of any other written law.
[12/2002]
(5)  In this section, “document” means any application, form, report, certification, notice, confirmation, declaration or other document to be filed or lodged with or submitted to the Registrar or, as the case may be, any certificate, notice or other document to be issued by the Registrar.
[12/2002]
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.
[13/87]
(2)  An order of the Court made under subsection (1) may 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, and a copy of the Court application.
[13/87; 12/2002]
(3)  Notwithstanding subsections (1) and (2), an officer of a company may notify the Registrar in the prescribed form of any typographical or clerical error contained in any document relating to the company lodged with the Registrar.
[36/2000]
(4)  The Registrar may, upon receipt of any notification referred to in subsection (3), rectify the registers accordingly.
[36/2000]
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 filing or lodging 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., 1961, 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., 1961, 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.
[15/84]
(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 2 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.
[15/84]
(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).
[15/84]
(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.
[15/84]
(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 of Companies 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 the provisions of this Act, any person may, whether alone or together with another person, by subscribing his name or their names to a memorandum and complying with the requirements as to registration, form an incorporated company.
[5/2004]
(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 solely or mainly 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; 4/2004]
(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 2 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 notice 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; 12/2002]
(9)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate of confirmation of incorporation under his hand and seal.
[12/2002]
[Aust., 1961, 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; and
(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).
[5/2004]
(2)  Where, on 29th December 1967, neither the memorandum nor articles of a company that is a private company by virtue of paragraph (a) of the definition of “private company” in section 4(1) contain the restrictions and limitations 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 or limitation 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.
[21/2005]
(3)  Where a restriction or limitation 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 or limitation shall, to the extent of the inconsistency, prevail.
[21/2005]
(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.
Registration and incorporation
19.
—(1)  A person desiring the incorporation of a company shall —
(a)
submit to the Registrar the memorandum and articles of the proposed company and such other documents as may be prescribed;
(b)
furnish the Registrar with such information as may be prescribed; and
(c)
pay the Registrar the prescribed fee.
[12/2002]
(2)  Either —
(a)
a prescribed person engaged in the formation of the proposed company; or
(b)
a person named in the articles as a director or the secretary of the proposed company,
shall make a declaration to the Registrar that —
(i)
all of the requirements of this Act relating to the formation of the company have been complied with; and
(ii)
he has verified the identities of the subscribers to the memorandum, and of the persons named in the memorandum or articles as officers of the proposed company,
and the Registrar may accept such declaration as sufficient evidence of those matters.
[12/2002; 8/2003]
(3)  Upon receipt of the documents, information and payment referred to in subsection (1) and declaration referred to in subsection (2), the Registrar shall, subject to this Act, register the company by registering its memorandum and articles.
[12/2002]
Notice of incorporation
(4)  On the registration of the memorandum the Registrar shall issue in the prescribed manner a notice of incorporation in the prescribed form stating that the company is, on and from the date specified in the notice, 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; 12/2002]
Effect of incorporation
(5)  On and from the date of incorporation specified in the notice issued under subsection (4) 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 immediately 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.
[12/2002]
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)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate of confirmation of incorporation under his hand and seal.
[12/2002]
[UK, 1948, ss. 12-15, 26; Aust., 1961, 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.
[15/84]
(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.
[15/84]
(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]
Minimum of one member
20A.  A company shall have at least one member.
[5/2004]
[Aust., 2001, s. 114]
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]
[UK, 1948, s. 27; Aust., s. 17]
Requirements as to memorandum
22.
—(1)  The memorandum of every company shall be dated and shall state, in addition to other requirements —
(a)
the name of the company;
(b)
[Deleted by Act 5 of 2004]
(c)
[Deleted by Act 21 of 2005]
(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.
[12/2002; 5/2004; 21/2005]
(1A)  On 30th January 2006, any provision (or part thereof) then subsisting in the memorandum of any company which states —
(a)
the amount of share capital with which the company proposes to be or is registered; or
(b)
the division of the share capital of the company into shares of a fixed amount,
shall, in so far as it relates to the matters referred to in either or both of paragraphs (a) and (b), be deemed to be deleted.
[21/2005]
(2)  Each subscriber to the memorandum shall, if the company is to have a share capital, make a declaration to the Registrar, either by himself or through a prescribed person authorised by him, as to the number of shares (not being less than one) that he agrees to take.
[12/2002]
(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.
(4)  A copy of the memorandum, duly signed by the subscribers and stating, if the company is to have a share capital, the number of shares that each subscriber has agreed to take, shall be kept at the registered office of the company.
[12/2002]
[Aust., 1961, s. 18]
Division 2 — Powers
Capacity and powers of company
23.
—(1)  Subject to the provisions of this Act and any other written law and its memorandum or articles of association, a company has —
(a)
full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b)
for the purposes of paragraph (a), full rights, powers and privileges.
[5/2004]
(1A)  A company may have the objects of the company included in its memorandum.
[5/2004]
(1B)  The memorandum or articles of association of a company may contain a provision restricting its capacity, rights, powers or privileges.
[5/2004]
[NZ, 1993, s. 16]
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 approval of the Minister but the Minister may empower any such company to hold lands in such quantity and subject to such conditions as he thinks fit.
[12/2002]
(3)  Notice of a decision of the Minister under subsection (2) shall be given by the Registrar on behalf of the Minister to the company.
[12/2002]
(4)  The decision of the Minister under subsection (2) shall be final and shall not be called in question by any court.
[12/2002]
(5)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate confirming the decision under subsection (2).
[12/2002]
[Aust., 1961, s. 19; NZ, 1993, s. 16]
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.
[10/74]
(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 application by the Minister to wind up the company.
[42/2005]
(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., 1961, s. 20]
No constructive notice
25A.  Notwithstanding anything in the memorandum or articles of a company, a person is not affected by, or deemed to have notice or knowledge of the contents of, the memorandum or articles of, or any other document relating to, the company merely because —
(a)
the memorandum, articles or document is registered by the Registrar; or
(b)
the memorandum, articles or document is available for inspection at the registered office of the company.
[5/2004]
[NZ, 1993, s. 19]
General provisions as to alteration of memorandum
26.
—(1)  Unless otherwise provided in this Act, the memorandum of a company may be altered by special resolution.
[5/2004]
(1A)  Subsection (1) is subject to section 26A and to any provision included in the memorandum of a company in accordance with that section.
[5/2004]
(1B)  Notwithstanding subsection (1), a provision contained in the memorandum of a company immediately before 1st April 2004 and which could not be altered under the provisions of this Act in force immediately before that date, may be altered only if all the members of the company agree.
[5/2004]
(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 a copy of such order together with (unless the Registrar dispenses therewith) a 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.
[12/2002]
(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 issue to the company a notice of the registration of that order.
[12/2002]
(4)  [Deleted by Act 12 of 2002]
(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 notice of incorporation in accordance with the alteration made to the memorandum.
[12/2002]
(7)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation in accordance with the alteration made to the memorandum.
[12/2002]
[Aust., 1961, s. 21; UK, Bill, 2002, Clause 20]
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.
[5/2004]
[UK, Bill, 2002, Clause 21]
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, limited liability partnership or corporation, or to a business name; or
(c)
[Deleted by Act 12 of 2002]
(d)
is a name of a kind that the Minister has directed the Registrar not to accept for registration.
[15/84; 12/2002; 5/2005]
(2)  Notwithstanding anything in this section and section 28 (other than section 28(4)), where the Registrar is satisfied that the company has been registered (whether through inadvertence or otherwise and whether before, on or after 30th January 2006) by a name —
(a)
which is referred to in subsection (1);
(b)
which so nearly resembles the name of another company or corporation or a business name as to be likely to be mistaken for it; or
(c)
the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap. 332),
the Registrar may direct the first-mentioned company to change its name, and the company shall comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.
[21/2005]
(2A)  Any person may apply, in writing, to the Registrar to give a direction to a company under subsection (2) on a ground referred to in that subsection; but the Registrar shall not consider any application to give a direction to a company on the ground referred to in subsection (2)(b) unless the Registrar receives the application within 12 months from the date of incorporation of the company.
[12/2002]
(2B)  If the company fails to comply with subsection (2), 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.
[12/2002]
(2C)  The Registrar may, if he is satisfied that the company to which the direction under subsection (2) was given had applied for registration under that name in bad faith, require the company to pay the Registrar such fees as may be prescribed by the Minister, and such fees shall be recoverable as a debt due to the Government.
[12/2002]
(2D)  The Registrar may, by publication in the Gazette, make such rules as he considers appropriate for the purposes of determining the matters referred to in subsections (1) and (2).
[12/2002]
(3)  In this section and section 28, “business name” has the meaning assigned to that expression in the Business Registration Act (Cap. 32).
[15/84; 12/2002]
(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) or (2C) may within 30 days of the date of the decision appeal to the Minister whose decision shall be final.
[15/84; 12/2002]
(5A)  For the avoidance of doubt, where the Registrar makes a decision under subsection (2) or the Minister makes a decision under subsection (5), he shall accept as correct any decision of the Court to grant an injunction referred to in subsection (2)(c).
[21/2005]
(6)  The Minister shall cause a direction given by him under subsection (1) to be published in the Gazette.
(7)  Subject to section 29, a limited company shall have either “Limited” or “Berhad” as part of and at the end of its name.
[12/2002]
(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 upon change of name.
(11)  A company shall not be registered under section 19(3) 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; 12/2002]
(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 2 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 2 months.
(14)  During a period for which a name is reserved, no company (other than the intended company or company in respect of which the name is reserved) shall be registered under this Act, whether originally or upon change of name, under the reserved name.
[22/93; 12/2002]
(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 upon change of name.
[UK, 1948, s. 17; Aust., 1961, s. 22]
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 register the company under the new name and issue to the company a notice of incorporation of the company under the new name and, upon the issue of such notice, the change of name shall become effective.
[12/2002]
(3)  If the name of a company is, whether through inadvertence or otherwise or whether originally or by a change of name —
(a)
a name by which the company could not be registered without contravention of section 27(1);
(b)
a name that so nearly resembles the name of another company or corporation or a business name as to be likely to be mistaken for it; or
(c)
a name the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap. 332),
the company may by special resolution change its name to a name that is not referred to in paragraph (a), (b) or (c) 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 may allow, unless the direction is annulled by the Minister.
[21/2005]
(3A)  Any person may apply in writing to the Registrar to give a direction to a company under subsection (3) on a ground referred to in that subsection; but the Registrar shall not consider any application to give a direction to a company on the ground referred to in subsection (3)(b) unless the Registrar receives the application within 12 months from the date of change of name of the company.
[12/2002]
(3B)  If the company fails to comply with subsection (3), 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.
[12/2002]
(3C)  The Registrar may, if he is satisfied that the company to which the direction under subsection (3) was given had applied for registration under the name first-mentioned in that subsection in bad faith, require the company to pay the Registrar such fees as may be prescribed by the Minister, and such fees shall be recoverable as a debt due to the Government.
[21/2005]
(3D)  A company aggrieved by the decision of the Registrar under subsection (3) or (3C) may within 30 days of the date of the decision appeal to the Minister whose decision shall be final.
[21/2005]
(3E)  For the avoidance of doubt, where the Registrar makes a decision under subsection (3) or the Minister makes a decision under subsection (3D), he shall accept as correct any decision of the Court to grant an injunction referred to in subsection (3)(c).
[21/2005]
(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)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company under the new name.
[12/2002]
(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.
[UK, 1948, s. 18; Aust., 1961, 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) approve 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.
[12/2002]
(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 grant his approval to 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.
[12/2002]
(3)  The Minister may grant his approval 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.
[12/2002]
(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 an approval granted under this section to it 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.
[12/2002]
(6)  Any approval granted under this section 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 in the register, and the company shall thereupon cease to enjoy the exemption granted by reason of the approval under this section but before the approval 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.
[12/2002]
(7)  Where the approval of the Minister under this section 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 Minister.
[12/2002; 5/2004]
(8)  Notice of any approval under this section shall be given by the Registrar on behalf of the Minister to the company or proposed limited company.
[12/2002]
(9)  Upon the application of the company or proposed limited company and payment of the prescribed fee, the Registrar shall issue to the company or proposed limited company a certificate confirming the approval under this section.
[12/2002]
[UK, 1948, s. 19; Aust., 1961, 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.
[15/84]
(2)  Where a company applies 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 notice of incorporation —
(a)
appropriate to the change of status applied for; and
(b)
specifying, in addition to the particulars prescribed in respect of a notice of incorporation of a company of that status, that the notice is issued in pursuance of this section,
and, upon the issue of such a notice of incorporation, the company shall be deemed to be a company having the status specified therein.
[15/84; 12/2002]
(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.
[15/84]
(3A)  Upon the application of the company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company with the new status.
[12/2002]
(4)  In subsection (2), “prescribed documents”, in relation to an application referred to in that subsection, means —
(a)
a 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 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 declaration by or on behalf of a director or the secretary of the company, or a prescribed person authorised by 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, secretary or prescribed person making the declaration has taken all reasonable steps to satisfy himself that each person who subscribed the form was lawfully empowered to do so.
[15/84; 12/2002]
(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.
[15/84]
(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 notice of incorporation of the company to which the resolution relates.
[15/84; 12/2002]
(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.
[15/84]
(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,
and 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 and limitations referred to in section 18(1).
[5/2004]
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 declaration in the prescribed form verifying that section 61(2)(b) has been complied with,
and thereupon the restrictions and limitations 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.
[12/2002; 5/2004]
(3)  On compliance by a company with subsection (1) or (2) and on the issue of a notice of incorporation altered accordingly the company shall be a private company or a public company (as the case requires).
[12/2002]
(3A)  The company shall, within one month of the issue of the notice of incorporation referred to in subsection (3), lodge with the Registrar in the prescribed form a list of persons holding shares in the company.
[12/2002]
(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.
(5)  Upon the application of the company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company with the new status.
[12/2002]
[Aust., 1961, s. 26]
Default in complying with requirements as to private companies
32. —(1)  [Deleted by Act 5 of 2004]
(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)
[Deleted by Act 5 of 2004]
(c)
the memorandum or articles of a private company have been so altered that they no longer include restrictions or limitations 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.
[5/2004]
(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; and
(ii)
a declaration in the prescribed form verifying that section 61(2)(b) has been complied with.
[12/2002; 21/2005]
(4)  Where the Court is satisfied that a default or alteration referred to in subsection (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.
[5/2004]
(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)  [Deleted by Act 5 of 2004]
(8)  Where default is made in relation to a private company in complying with any restriction or limitation 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 12 months.
[15/84; 5/2004]
[UK, 1948, s. 29; Aust., 1961, s. 27]
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, if any.
[5/2004]
(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% of the total number of issued shares of the company or any class of those shares 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; 21/2005]
(5A)  For the purposes of subsection (5), any of the company’s issued share capital held as treasury shares shall be disregarded.
[21/2005]
(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 a copy of the order of the Court within 14 days after the application has been determined by the Court.
[12/2002]
(10)  On compliance by a company with subsection (9), the alteration, if any, of the objects shall take effect.
(11)  For the avoidance of doubt, a reference in this section to the alteration of any provision of the memorandum of a company or the alteration of the objects of a company includes the removal of that provision or of all or any of those objects.
[5/2004]
[UK, 1948, s. 5; UK, Treasury Shares, Sch., para. 1; Aust., 1961, s. 28]
Alteration of memorandum by company pursuant to repeal and re-enactment of sections 10 and 14 of Residential Property Act
34.
—(1)  Where the memorandum of a company contains any of the provisions referred to in section 10(1) of the Residential Property Act (Cap. 274) in force immediately before 31st March 2006, the company may, be special resolution, amend its memorandum to remove that provision.
[9/2006]
(2)  Where the memorandum of a company contains a provision to the effect that its memorandum or articles of association shall not be altered to remove any of the provisions referred to in section 10(1) of the Residential Property Act in force immediately before 31st March 2006 except in accordance with the requirements of that Act —
(a)
that provision shall cease to have effect as from that date; and
(b)
the company may, by special resolution, amend its memorandum to remove that provision.
[9/2006]
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.
[15/84]
(2)  Articles shall comply with such requirements as may be prescribed.
[12/2002]
(3)  [Deleted by Act 21 of 2005]
(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 changes the number of its members so that it is different from the registered number, the company shall, within 14 days after the date on which the change was resolved or took place, lodge with the Registrar notice of the change in the prescribed form.
[12/2002]
(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]
[UK, 1948, ss. 6, 7; Aust., 1961, s. 29]
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.
[S 258/67]
[UK, 1948, s. 8; Aust., 1961, s. 30]
Alteration of articles
37.
—(1)  Subject to this Act (in particular section 26A and any provision included in its articles in accordance with that section) and to any conditions in its memorandum, a company may by special resolution alter or add to its articles.
[5/2004]
(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 effecting the amendment to set out the text of the regulations so adopted.
[UK, 1948, s. 10; Aust., 1961, 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.
[15/84]
(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 number of the shares or interests is not specified thereby.
[21/2005]
[UK, 1948, s. 21; Aust., 1961, s. 32]
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.
[UK, 1948, ss. 20, 22; Aust., 1961, 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)  *[Omitted]
*  Subsection (3) of section 40 is omitted from the 2006 Ed., being obsolete by virtue of the amendment to section 186 of the 1994 Ed. by the Companies (Amendment) Act 2003 (Act 8 of 2003).
(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.
[UK, 1948, ss. 24, 25; Aust., 1961, 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.
[10/74; 13/87]
(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.
[UK, 1948, s. 32 (1) and (2); Aust., 1961, 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.
[UK, 1948, s. 36; Aust., 1961, 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.
[UK, 1948, s. 34; Aust., 1961, 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.
[UK, 1948, s. 35 (4); Aust., 1961, 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., 1961, 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]
Prohibition of carrying on business with fewer than statutory minimum of members
42.  [Repealed by Act 5 of 2004]
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 (Cap. 37); 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.
[22/93]
(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).
[22/93]
(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.  [Repealed by S 236/2002]
As to invitations to the public to lend money to or to deposit money with a corporation
44.  [Repealed by S 236/2002]
Contents of prospectuses
45.  [Repealed by S 236/2002]
Profile statement
45A.  [Repealed by S 236/2002]
Exemption from requirements as to form or content of prospectus or profile statement
46.  [Repealed by S 236/2002]
Abridged prospectus for renounceable rights issues
47.  [Repealed by S 236/2002]
Restrictions on advertisements, etc.
48.  [Repealed by S 236/2002]
As to retention of over-subscriptions in debenture issues
49.  [Repealed by S 236/2002]
Registration of prospectus
50.  [Repealed by S 236/2002]
Lodging supplementary document or replacement document
50A.  [Repealed by S 236/2002]
Exemption for certain governmental and international corporations as regards the signing of a copy of prospectus by all directors
51.  [Repealed by S 236/2002]
Document containing offer of shares for sale deemed prospectus
52.  [Repealed by S 236/2002]
Allotment of shares and debentures where prospectus indicates application to list on stock exchange
53.  [Repealed by S 236/2002]
Expert’s consent to issue of prospectus containing statement by him
54.  [Repealed by S 236/2002]
Civil liability for false or misleading statements and omissions
55.  [Repealed by S 236/2002]
Persons liable to inform person making offer or invitation about certain deficiencies
55A.  [Repealed by S 236/2002]
Defences
55B.  [Repealed by S 236/2002]
Criminal liability for false or misleading statements and omissions
56.  [Repealed by S 236/2002]
Division 2 — Restrictions on allotment and commencement of business
Prohibition of allotment unless minimum subscription received
57.  [Repealed by S 236/2002]
Application and moneys to be held by the company in trust in a separate bank account until allotment
58.  [Repealed by S 236/2002]
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 12 months.
[15/84]
(3)  Every director of a company who knowingly contravenes or permits or authorises the contravention of subsection (1) shall —
(a)
be guilty of an offence; and
(b)
be liable in addition to the penalty or punishment for the offence to compensate the company and allottee respectively for any loss, damages or costs which the company or allottee has sustained or incurred thereby.
[42/2001]
(4)  No proceedings for the recovery of any compensation referred to in subsection (3)(b) shall be commenced after the expiration of 2 years from the date of the allotment.
[42/2001]
[UK, 1948, s. 48; Aust., 1961, 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 the 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 12 months or to both.
[15/84]
[UK, 1948, s. 48; Aust., 1961, 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 securities 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 declaration in the prescribed form by —
(A)
the secretary or one of the directors of the company; or
(B)
a prescribed person authorised by the company,
verifying that sub-paragraphs (i) and (ii) have been complied with.
[12/2002; 8/2003]
(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 declaration in the prescribed form by —
(i)
the secretary or one of the directors of the company; or
(ii)
a prescribed person authorised by the company,
verifying that paragraph (b) has been complied with.
[12/2002; 8/2003]
(3)  The Registrar shall, on the lodgment of the declaration under subsection (1)(b)(iii) or (2)(c), as the case may be, issue a notice in the prescribed form that the company is entitled to commence business and to exercise its borrowing powers; and that notice shall be conclusive evidence of the matters stated in it.
[12/2002]
(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]
(7)  Upon the application of a company which has received a notice under subsection (3) and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming that the company is entitled to commence business and to exercise its borrowing powers, and that certificate shall be conclusive evidence of the matters stated in it.
[12/2002]
[UK, 1948, s. 109; Aust., 1961, 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.
[UK, 1948, s. 42; Aust., 1961, s. 53]
Division 3 — Shares
No par value shares
62A.
—(1)  Shares of a company have no par or nominal value.
[21/2005]
(2)  Subsection (1) shall apply to all shares, whether issued before, on or after 30th January 2006.
[21/2005]
[Aust., 2001, s. 254C]
Transitional provisions for section 62A
62B.
—(1)  For the purpose of the operation of this Act on or after 30th January 2006 in relation to a share issued before that date —
(a)
the amount paid on the share shall be the sum of all amounts paid to the company at any time for the share (but not including any premium); and
(b)
the amount unpaid on the share shall be the difference between the price of issue of the share (but not including any premium) and the amount paid on the share.
[21/2005]
(2)  On 30th January 2006, any amount standing to the credit of a company’s share premium account and any amount standing to the credit of a company’s capital redemption reserve shall become part of the company’s share capital.
[21/2005]
(3)  Notwithstanding subsection (2), a company may use the amount standing to the credit of its share premium account immediately before 30th January 2006 to —
(a)
provide for the premium payable on redemption of debentures or redeemable preference shares issued before that date;
(b)
write off —
(i)
the preliminary expenses of the company incurred before that date; or
(ii)
expenses incurred, or commissions or brokerages paid or discounts allowed, on or before that date, for or on any duty, fee or tax payable on or in connection with any issue of shares of the company;
(c)
pay up, pursuant to an agreement made before that date, shares which were unissued before that date and which are to be issued on or after that date to members of the company as fully paid bonus shares;
(d)
pay up in whole or in part the balance unpaid on shares issued before that date to members of the company; or
(e)
pay dividends declared before that date, if such dividends are satisfied by the issue of shares to members of the company.
[21/2005]
(4)  Notwithstanding subsection (2), if the company carries on insurance business in Singapore immediately before 30th January 2006, it may also apply the amount standing to the credit of its share premium account immediately before that date by appropriation or transfer to any fund established and maintained pursuant to the Insurance Act (Cap. 142).
[21/2005]
(5)  Notwithstanding subsection (1), the liability of a shareholder for calls in respect of money unpaid on shares issued before 30th January 2006 (whether on account of the par value of the shares or by way of premium) shall not be affected by the shares ceasing to have a par value.
[21/2005]
(6)  For the purpose of interpreting and applying, on or after 30th January 2006, a contract (including the memorandum and articles of the company) entered into before that date or a trust deed or other document executed before that date —
(a)
a reference to the par or nominal value of a share shall be a reference to —
(i)
if the share is issued before that date, the par or nominal value of the share immediately before that date;
(ii)
if the share is issued on or after that date but shares of the same class were on issue immediately before that date, the par or nominal value that the share would have had if it had been issued then; or
(iii)
if the share is issued on or after that date and shares of the same class were not on issue immediately before that date, the par or nominal value determined by the directors,
and a reference to share premium shall be taken to be a reference to any residual share capital in relation to the share;
(b)
a reference to a right to a return of capital on a share shall be taken to be a reference to a right to a return of capital of a value equal to the amount paid in respect of the share’s par or nominal value; and
(c)
a reference to the aggregate par or nominal value of the company’s issued share capital shall be taken to be a reference to that aggregate as it existed immediately before that date as —
(i)
increased to take account of the par or nominal value as defined in paragraph (a) of any shares issued on or after that date; and
(ii)
reduced to take account of the par or nominal value as defined in paragraph (a) of any shares cancelled on or after that date.
[21/2005]
(7)  A company may —
(a)
at any time before —
(i)
the date it is required under section 197(4) to lodge its first annual return after 30th January 2006; or
(ii)
the expiry of 6 months from 30th January 2006,
whichever is the earlier; or
(b)
within such longer period as the Registrar may, if he thinks fit in the circumstances of the case, allow,
file with the Registrar a notice in the prescribed form of its share capital.
[21/2005]
(8)  Unless a company has filed a notice of its share capital under subsection (7), the Registrar may for the purposes of the records maintained by the Authority adopt, as the share capital of the company, the aggregate nominal value of the shares issued by the company as that value appears in the Authority’s records immediately before 30th January 2006.
[21/2005]
[Aust., Corporations, ss. 1444, 1449; Companies, s. 69 (2) (modified)]
Return as to allotments
63.
—(1)  Where a company makes any allotment of its shares, other than a deemed allotment, the company shall within 14 days thereafter lodge with the Registrar a return of the allotments stating —
(a)
the number of the shares comprised in the allotment;
(b)
the amount (if any) paid or deemed to be paid on the allotment of each share;
(ba)
the amount (if any) unpaid on each share referred to in paragraph (b);
(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 or nationality, as the case may be, is required by the Registrar) and address of, and the number and class of shares held by —
(i)
each of its members; or
(ii)
if it has more than 50 members as a result of the allotment, each of the 50 members who, following the allotment, hold the most number of shares in the company (excluding treasury shares).
[12/2002; 21/2005]
(1A)  A return of allotments referred to in subsection (1) by a company the shares of which are listed on a stock exchange in Singapore need not state the particulars referred to in subsection (1)(d).
[12/2002]
(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)  [Deleted by Act 12 of 2002]
(4)  Where shares are 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.
[12/2002]
(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 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 a copy of the order of the Court in lieu of the statement in the prescribed form.
[12/2002]
(7)  In this section, “deemed allotment” means an issue of shares without formal allotment to subscribers to the memorandum.
[12/2002]
(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]
[UK, 1948, s. 52; Aust., 1961, 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 sections 76J and 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 10 of the Newspaper and Printing Presses Act (Cap. 206).
[15/84; 22/93; 21/2005]
(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 public company having a share capital.
[8/2003]
(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]
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.
[UK, 1948, s. 59; Aust., 1961, ss. 55, 56]
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., 1961, s. 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.
[13/87]
(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., 1961, s. 57]
Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.
67.  [Repealed by Act 21 of 2005]
Power to issue shares at a discount
68.  [Repealed by Act 21 of 2005]
Issue of shares at premium
69.  [Repealed by Act 21 of 2005]
Relief from section 69
69A.  [Repealed by Act 21 of 2005]
Merger relief
69B.  [Repealed by Act 21 of 2005]
Relief from section 69 in respect of group reconstruction
69C.  [Repealed by Act 21 of 2005]
Retrospective relief from section 69 in certain circumstances
69D.  [Repealed by Act 21 of 2005]
Provisions supplementary to sections 69B and 69C
69E.  [Repealed by Act 21 of 2005]
Power to make provision extending or restricting relief from section 69
69F.  [Repealed by Act 21 of 2005]
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 share capital of the company.
[21/2005]
(3)  The shares shall not be redeemed unless they are fully paid up.
[21/2005]
(4)  The shares shall not be redeemed out of the capital of the company unless —
(a)
all the directors have made a solvency statement in relation to such redemption; and
(b)
the company has lodged a copy of the statement with the Registrar.
[21/2005]
(5)  [Deleted by Act 21 of 2005]
(6)  [Deleted by Act 21 of 2005]
(7)  [Deleted by Act 21 of 2005]
(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.
[UK, 1948, s. 58; Aust., 1961, 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 its share capital in any one or more of the following ways:
(a)
[Deleted by Act 21 of 2005]
(b)
consolidate and divide all or any of its share capital;
(c)
convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares;
(d)
subdivide its shares or any of them, 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 the number of 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 number of the shares so cancelled.
[21/2005]
(1A)  The company may lodge with the Registrar notice of any alteration referred to in subsection (1)(b), (c), (d) or (e) in the prescribed form.
[12/2002]
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 amount of its share capital by increasing the issue price 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.
[21/2005]
Notice of increase of share capital
(4)  [Deleted by Act 21 of 2005]
(5)  [Deleted by Act 21 of 2005][UK, 1948, ss. 61, 64; Aust., 1961, 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 a copy of 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.
[12/2002]
[Aust., 1961, s. 63]
Special resolution for reduction of share capital
73.  [Repealed by Act 21 of 2005]
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.
[10/74]
(1A)  For the purposes of subsection (1), any of the company’s issued share capital held as treasury shares shall be disregarded.
[21/2005]
(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 a copy of 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; 12/2002]
(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.
[UK, 1948, s. 72; UK, 2003, Sch., para. 9; Aust., 1961, s. 65]
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., 1961, 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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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 the payment of any calls on the shares.
[13/87; 21/2005]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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 Division 3A of this Part;
(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;
(ga)
the giving by a company in good faith and in the ordinary course of commercial dealing of any representation, warranty or indemnity in relation to an offer to the public of, or an invitation to the public to subscribe for or purchase, shares or units of shares in that company;
(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 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 or units of shares.
[13/87; 21/2005]
(9)  Nothing in subsection (1) prohibits —
(a)
the making of a loan, or the giving of a guarantee or the provision of security in connection with one or more loans made by one or more other persons, 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)
the lending of money, or the giving of guarantees or the provision of security in connection with loans made by other persons, is done in the course of such activities; 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;
(b)
the giving by a company of financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of 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; or
(c)
the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G.
[13/87; 38/98; 21/2005]
(9A)  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 amount of the financial assistance, together with any other financial assistance given by the company under this subsection repayment of which remains outstanding, would not exceed 10% of the aggregate of —
(i)
the total paid-up capital of the company; and
(ii)
the reserves of the company,
as disclosed in the most recent financial statements of the company that comply with section 201;
(b)
the company receives fair value in connection with the financial assistance;
(c)
the board of directors of the company passes a resolution that —
(i)
the company should give the assistance;
(ii)
giving the assistance is in the best interests of the company; and
(iii)
the terms and conditions under which the assistance is given are fair and reasonable to the company;
(d)
the resolution sets out in full the grounds for the directors’ conclusions;
(e)
all the directors of the company make a solvency statement in relation to the giving of the financial assistance;
(f)
within 10 business days of providing the financial assistance, the company sends to each member a notice containing particulars of —
(i)
the class and number of shares or units of shares in respect of which the financial assistance was or is to be given;
(ii)
the consideration paid or payable for those shares or units of shares;
(iii)
the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner; and
(iv)
the nature and, if quantifiable, the amount of the financial assistance; and
(g)
not later than the business day next following the day when the notice referred to in paragraph (f) is sent to members of the company, the company lodges with the Registrar a copy of that notice and a copy of the solvency statement referred to in paragraph (e).
[21/2005]
(9B)  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 board of directors of the company passes a resolution that —
(i)
the company should give the assistance;
(ii)
giving the assistance is in the best interests of the company; and
(iii)
the terms and conditions under which the assistance is given are fair and reasonable to the company;
(b)
the resolution sets out in full the grounds for the directors’ conclusions;
(c)
all the directors of the company make a solvency statement in relation to the giving of the financial assistance;
(d)
not later than the business day next following the day when the resolution referred to in paragraph (a) is passed, the company sends to each member having the right to vote on the resolution referred to in paragraph (e) a notice containing particulars of —
(i)
the directors’ resolution referred to in paragraph (a);
(ii)
the class and number of shares or units of shares in respect of which the financial assistance is to be given;
(iii)
the consideration payable for those shares or units of shares;
(iv)
the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner;
(v)
the nature and, if quantifiable, the amount of the financial assistance; and
(vi)
such further information and explanation as may be necessary to enable a reasonable member to understand the nature and implications for the company and its members of the proposed transaction;
(e)
a resolution is passed —
(i)
by all the members of the company present and voting either in person or by proxy at the relevant meeting; or
(ii)
if the resolution is proposed to be passed by written means under section 184A, by all the members of the company,
to give that assistance;
(f)
not later than the business day next following the day when the resolution referred to in paragraph (e) is passed, the company lodges with the Registrar a copy of that resolution and a copy of the solvency statement referred to in paragraph (c); and
(g)
the financial assistance is given not more than 12 months after the resolution referred to in paragraph (e) is passed.
[21/2005]
(9C)  A company shall not give financial assistance under subsection (9A) or (9B) if, before the assistance is given —
(a)
any of the directors who voted in favour of the resolution under subsection (9A)(c) or (9B)(a), respectively —
(i)
ceases to be satisfied that the giving of the assistance is in the best interests of the company; or
(ii)
ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company; or
(b)
any of the directors no longer has reasonable grounds for any of the opinions expressed in the solvency statement.
[21/2005]
(9D)  A director of a company is not relieved 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 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 or in a holding company of the company, by —
(a)
the passing of a resolution by the board of directors of the company under subsection (9A) for the giving of the financial assistance; or
(b)
the passing of a resolution by the board of directors of the company, and the passing of a resolution by the members of the company, under subsection (9B) for the giving of the financial assistance.
[21/2005]
(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 2 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 debenture 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 date on which the resolution referred to in paragraph (a) is passed or, in a case to which paragraph (b) applies, the date on 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.
[8/2003]
(10A)  If the resolution referred to in subsection (10)(a) or (b) is proposed to be passed by written means under section 184A, subsection (10)(f) or (g), as the case may be, shall be complied with at or before the time —
(a)
agreement to the resolution is sought in accordance with section 184C; or
(b)
documents referred to in section 183(3A) in respect of the resolution are served on or made accessible to members of the company in accordance with section 183(3A),
as the case may be.
[13/87; 8/2003]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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 a copy of the order.
[13/87; 12/2002]
(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.
[13/87]
(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.
[13/87]
(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]
[UK, 1948, s. 54; Aust., 1961, s. 67; NZ, 1993, ss. 76-80; Companies, s. 76 (15) (modified)]
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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(6)  If a certificate signed by not less than 2 directors, or by a director and a secretary, of a company stating that the requirements of section 76(9A), (9B) or (10) (as the case may be), 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.
[13/87; 21/2005]
(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(9A), (9B) or (10) (as the case may be) had not been complied with in relation to the financial assistance to which the certificate related.
[13/87; 21/2005]
(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.
[13/87]
(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.
[13/87]
(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.
[13/87]
(11)  If a person signs a certificate stating that the requirements of section 76(9A), (9B) or (10) (as the case may be) 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 12 months or to both.
[13/87; 21/2005]
(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(9A), (9B) or (10) (as the case may be) had been complied with in respect of the proposed giving of financial assistance to which the certificate relates.
[13/87; 21/2005]
(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.
[13/87]
(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.
[13/87]
(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]
Company may acquire its own shares
76B.
—(1)  Notwithstanding section 76, a company may, in accordance with this section and sections 76C to 76G, purchase or otherwise acquire shares issued by it if it is expressly permitted to do so by its articles.
[38/98; 36/2000]
(2)  This section and sections 76C to 76G shall apply to ordinary shares, stocks and preference shares.
[36/2000]
(3)  The total number of ordinary shares and stocks in any class that may be purchased or acquired by a company during the relevant period shall not exceed 10% (or such other percentage as the Minister may by notification prescribe) of the total number of ordinary shares and stocks of the company in that class ascertained —
(a)
as at the date of the last annual general meeting of the company held before any resolution passed pursuant to section 76C, 76D, 76DA or 76E; or
(b)
as at the date of such resolution,
whichever is the higher, unless —
(i)
the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or
(ii)
the Court has, at any time during the relevant period, made an order under section 78I confirming the reduction of share capital of the company.
[21/2005]
(3A)  Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of ordinary shares and stocks of the company in any class shall, notwithstanding subsection (3)(a) and (b), be taken to be the total number of ordinary shares and stocks of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be.
[21/2005]
(3B)  The total number of preference shares in any class which are not redeemable under section 70 that may be purchased or acquired by a company during the relevant period shall not exceed 10% (or such other percentage as the Minister may by notification prescribe) of the total number of non-redeemable preference shares of the company in that class ascertained —
(a)
as at the date of the last annual general meeting of the company held before any resolution passed pursuant to section 76C, 76D, 76DA or 76E; or
(b)
as at the date of such resolution,
whichever is the higher, unless —
(i)
the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or
(ii)
the Court has, at any time during the relevant period, made an order under section 78I confirming the reduction of share capital of the company.
[21/2005]
(3C)  Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of non-redeemable preference shares of the company in any class shall, notwithstanding subsection (3B)(a) and (b), be taken to be the total number of non-redeemable preference shares of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be.
[21/2005]
(3D)  There shall be no limit on the number of redeemable preference shares that may be purchased or acquired by a company during the relevant period.
[36/2000]
(3E)  For the purposes of this section, any of the company’s ordinary shares held as treasury shares shall be disregarded.
[21/2005]
(4)  In subsection (3), “relevant period” means the period commencing from the date the last annual general meeting of the company was held or if no such meeting was held the date it was required by law to be held before the resolution in question is passed, and expiring on the date the next annual general meeting is or is required by law to be held, whichever is the earlier, after the date the resolution in question is passed.
[38/98]
(5)  Ordinary shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E shall, unless held in treasury in accordance with section 76H, be deemed to be cancelled immediately on purchase or acquisition.
[21/2005]
(5A)  Preference shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E shall be deemed to be cancelled immediately on purchase or acquisition.
[21/2005]
(6)  On the cancellation of a share under subsection (5) or (5A), the rights and privileges attached to that share expire.
[38/98; 21/2005]
(7)  For the purposes of this section, shares are deemed to be purchased or acquired on the date on which the company would, apart from subsection (5), become entitled to exercise the rights attached to the shares.
[38/98]
(8)  Within 30 days of the passing of a resolution referred to in section 76C, 76D, 76DA or 76E, the directors of the company shall lodge with the Registrar a copy of the resolution.
[38/98; 8/2003]
(9)  Within 30 days of the purchase or acquisition of the shares, the directors of the company shall lodge with the Registrar the notice of the purchase or acquisition in the prescribed form with the following particulars:
(a)
the date of the purchase or acquisition;
(b)
the number of shares purchased or acquired;
(c)
the number of shares cancelled;
(d)
the number of shares held as treasury shares;
(e)
the company’s issued share capital before the purchase or acquisition;
(f)
the company’s issued share capital after the purchase or acquisition;
(g)
the amount of consideration paid by the company for the purchase or acquisition of the shares;
(h)
whether the shares were purchased or acquired out of the profits or the capital of the company; and
(i)
such other particulars as may be required in the prescribed form.
[38/98; 8/2003; 21/2005]
(10)  Nothing in this section or in sections 76C to 76G shall be construed so as to limit or affect an order of the Court made under any section that requires a company to purchase or acquire its own shares.
[38/98]
[UK, 1985, s. 162; Aust., Co. Law Rev. Act, 1998, Sch. 1 (ss. 257A, 257B, 257H); Aust., 2001, s. 254Y; NZ, 1993, ss. 58, 59, 66]
Authority for off-market acquisition on equal access scheme
76C.
—(1)  A company, whether or not it is listed on a securities exchange, may make a purchase or acquisition of its own shares otherwise than on a securities exchange (referred to in this section as an off-market purchase) if the purchase or acquisition is made in accordance with an equal access scheme authorised in advance by the company in general meeting.
[38/98; 42/2001]
(2)  The notice specifying the intention to propose the resolution to authorise an off-market purchase referred to in subsection (1) must —
(a)
specify the maximum number of shares or the maximum percentage of ordinary issued share capital authorised to be purchased or acquired;
(b)
determine the maximum price which may be paid for the shares;
(c)
specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and
(d)
specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position.
[38/98]
(3)  The resolution authorising an off-market purchase referred to in subsection (2) must state the particulars referred to in subsection (2)(a), (b) and (c).
[38/98]
(4)  The authority for an off-market purchase referred to in subsection (2) may, from time to time, be varied or revoked by the company in general meeting.
[38/98]
(5)  A resolution to confer or vary the authority for an off-market purchase under this section may determine the maximum price for purchase or acquisition by —
(a)
specifying a particular sum; or
(b)
providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion.
[38/98]
(6)  For the purposes of this section and sections 76D and 76DA, an “equal access scheme” means a scheme which satisfies all the following conditions:
(a)
the offers under the scheme are to be made to every person who holds shares to purchase or acquire the same percentage of their shares;
(b)
all of those persons have a reasonable opportunity to accept the offers made to them; and
(c)
the terms of all the offers are the same except that there shall be disregarded —
(i)
differences in consideration attributable to the fact that the offers relate to shares with different accrued dividend entitlements;
(ii)
differences in consideration attributable to the fact that the offers relate to shares with different amounts remaining unpaid; and
(iii)
differences in the offers introduced solely to ensure that each member is left with a whole number of shares.
[38/98; 8/2003]
[Aust., Co. Law Rev. Act, 1998, Sch. 1 (s. 257B)]
Authority for selective off-market acquisition
76D.
—(1)  A company may make a purchase or acquisition of its own shares otherwise than on a securities exchange and not in accordance with an equal access scheme (referred to in this section as a selective off-market purchase) if —
(a)
the purchase or acquisition is made in accordance with an agreement authorised in advance under subsection (2); and
(b)
the company is not listed on a securities exchange.
[38/98; 42/2001]
(2)  The terms of the agreement for a selective off-market purchase must be authorised by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by his associated persons, and subsections (3) to (13) shall apply with respect to that authority and to resolutions conferring it.
[38/98]
(3)  The notice specifying the intention to propose a special resolution to authorise an agreement for a selective off-market purchase must —
(a)
specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and
(b)
specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position.
[38/98]
(4)  The special resolution authorising a selective off-market purchase referred to in subsection (2) must state the expiry date referred to in subsection (3)(a).
[38/98]
(4A)  If the special resolution referred to in subsection (2) is proposed to be passed by written means under section 184A —
(a)
a person whose shares are proposed to be purchased or acquired or any of his associated persons shall not be regarded as a member having the right to vote on the resolution at a general meeting of the company for the purposes of section 184A;
(b)
subsection (7) does not apply; but all documents referred to in this section shall be given to all members having the right to vote on the resolution at a general meeting for the purposes of section 184A at or before the time —
(i)
agreement to the resolution is sought in accordance with section 184C; or
(ii)
documents referred to in section 183(3A) in respect of the resolution are served on or made accessible to them in accordance with section 183(3A),
as the case may be.
[8/2003]
(5)  The authority referred to in subsection (2) may, from time to time, be varied or revoked by a special resolution with no votes being cast by any person whose shares are proposed to be purchased or acquired or by his associated persons.
[38/98]
(6)  For the purposes of subsections (2) and (5) —
(a)
a member or his associated persons who holds any of the shares to which the resolution relates is regarded as exercising the voting rights carried by those shares not only if he votes in respect of them on a poll on the question whether the resolution shall be passed, but also if he votes on the resolution otherwise than on a poll;
(b)
notwithstanding anything in the company’s articles, any member of the company may demand a poll on that question; and
(c)
a vote and a demand for a poll by a person as proxy for a member or any of his associated persons are the same respectively as a vote and a demand by the member.
[38/98]
(7)  The special resolution referred to in subsection (2) is not effective for the purposes of this section unless (if the proposed agreement is in writing) a copy of the agreement or (if not) a written memorandum of its terms is available for inspection by members of the company both —
(a)
at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and
(b)
at the meeting itself.
[38/98]
(8)  A memorandum of terms so made available must include the names of any members holding shares to which the agreement relates and where a member holds such shares as nominee for another person, the name of that other person; and a copy of the agreement so made available must have annexed to it a written memorandum specifying any such names which do not appear in the agreement itself.
[38/98]
(9)  A company may agree to a variation of an existing agreement so approved, but only if the variation is authorised, before it is agreed to, by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by his associated persons.
[38/98]
(10)  Subsections (3) to (7) shall apply to the authority for a proposed variation as they apply to the authority for a proposed agreement except that a copy of the original agreement or (as the case may require) a memorandum of its terms, together with any variations previously made, must also be available for inspection in accordance with subsection (7).
[38/98]
(11)  The rights of a company under an agreement for a selective off-market purchase approved under this section shall not be capable of being assigned except by order of the Court made pursuant to any provision of this Act or any other written law.
[38/98]
(12)  An agreement by a company to release its rights under an agreement for a selective off-market purchase approved under this section is void unless the terms of the release agreement are approved in advance before the agreement is entered into by a special resolution of the company with no votes being cast by any person whose shares are proposed to be purchased or acquired or by his associated persons; and subsections (3) to (7) shall apply to the approval for a proposed release agreement as they apply to authority for the proposed variation of an existing agreement.
[38/98]
(13)  A resolution to confer or vary authority for a selective off-market purchase under this section may determine the maximum price for purchase or acquisition by —
(a)
specifying a particular sum; or
(b)
providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion.
[38/98]
(14)  For the purposes of this section, “associated person” in relation to a person means —
(a)
the person’s spouse, child or step-child; or
(b)
a person who would, by virtue of section 7(5), be treated as an associate of the first-mentioned person.
[38/98]
[UK, 1985, s. 164; Aust., Co. Law Rev. Act 1998, Sch. 1 (s. 257D)]
Contingent purchase contract
76DA.
—(1)  A company may, whether or not it is listed on a securities exchange, make a purchase or acquisition of its own shares under a contingent purchase contract if the proposed contingent purchase contract is authorised in advance by a special resolution of the company.
[8/2003]
(2)  Subject to subsection (3), the authority under subsection (1) may, from time to time, be varied or revoked by a special resolution of the company.
[8/2003]
(3)  The notice specifying the intention to propose a special resolution to authorise a contingent purchase contract must specify a date on which the authority is to expire and that date must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier.
[8/2003]
(4)  The special resolution referred to in subsection (1) is invalid for the purposes of this section unless a copy of the proposed contingent purchase contract is available for inspection by members of the company —
(a)
at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and
(b)
at the meeting itself.
[8/2003]
(5)  A company may agree to a variation of an existing contingent purchase contract so approved if, and only if, the variation is authorised, before it is agreed to, by a special resolution of the company.
[8/2003]
(6)  Subsections (2), (3) and (4) shall apply to the authority for a proposed variation as they apply to the authority for a proposed contingent purchase contract, except that a copy of the original contract, together with any variations previously made, must also be available for inspection in accordance with subsection (4).
[8/2003]
(7)  The company may only make an offer to enter into a contingent purchase contract in accordance with all of the following conditions:
(a)
the offer must be made to every person who holds shares of the same class in the company;
(b)
the number of shares that a company is obliged or entitled to purchase or acquire under the contract from any person, in relation to the total number of shares of the same class held by that person, must be of the same proportion for every person who holds shares of that class to whom the offer is made; and
(c)
the terms of all offers in respect of each class of shares must be the same.
[8/2003]
(8)  For the avoidance of doubt, the company may purchase or acquire shares under a contingent purchase contract from any person whether or not the offer to enter into the contract was originally made to him.
[8/2003]
(9)  In this section, “contingent purchase contract” means a contract entered into by a company and relating to any of its shares —
(a)
which does not amount to a contract to purchase or acquire those shares; but
(b)
under which the company may (subject to any condition) become entitled or obliged to purchase or acquire those shares.
[8/2003]
[UK, 1985, s. 165]
Authority for market acquisition
76E.
—(1)  A company shall not make a purchase or acquisition of its own shares on a securities exchange (referred to in this section as a market purchase) unless the purchase or acquisition has been authorised in advance by the company in general meeting.
[38/98; 42/2001]
(2)  The notice specifying the intention to propose the resolution to authorise a market purchase must —
(a)
specify the maximum number of shares or the maximum percentage of ordinary issued share capital authorised to be purchased or acquired;
(b)
determine the maximum price which may be paid for the shares;
(c)
specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and
(d)
specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position.
[38/98]
(3)  The authority for a market purchase may be unconditional or subject to conditions and must state the particulars referred to in subsection (2)(a), (b) and (c).
[38/98]
(4)  The authority for a market purchase may, from time to time, be varied or revoked by the company in general meeting but the variation must comply with subsections (2) and (3).
[38/98]
(5)  A resolution to confer or vary authority for a market purchase under this section may determine the maximum price for purchase or acquisition by —
(a)
specifying a particular sum; or
(b)
providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion.
[38/98]
[UK, 1985, s. 166]
Payments to be made only if company is solvent
76F.
—(1)  A payment made by a company in consideration of —
(a)
acquiring any right with respect to the purchase or acquisition of its own shares in accordance with section 76C, 76D, 76DA or 76E;
(b)
the variation of an agreement approved under section 76D or 76DA; or
(c)
the release of any of the company’s obligations with respect to the purchase or acquisition of any of its own shares under an agreement approved under section 76D or 76DA,
may be made out of the company’s capital or profits so long as the company is solvent.
[21/2005]
(2)  If the requirements in subsection (1) are not satisfied in relation to an agreement —
(a)
in a case within subsection (1)(a), no purchase or acquisition by the company of its own shares in pursuance of that agreement is lawful;
(b)
in a case within subsection (1)(b), no such purchase or acquisition following the variation is lawful; and
(c)
in a case within subsection (1)(c), the purported release is void.
[21/2005]
(3)  Every director or manager of a company who approves or authorises, the purchase or acquisition of the company’s own shares or the release of obligations, knowing that the company is not solvent shall, without prejudice to any other liability, be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years.
[21/2005]
(4)  For the purposes of this section, a company is solvent if —
(a)
the company is able to pay its debts in full at the time of the payment referred to in subsection (1) and will be able to pay its debts as they fall due in the normal course of business during the period of 12 months immediately following the date of the payment; and
(b)
the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not after the proposed purchase, acquisition or release, become less than the value of its liabilities (including contingent liabilities).
[21/2005]
(5)  In determining, for the purposes of subsection (4), whether the value of a company’s assets is less than the value of its liabilities (including contingent liabilities), the directors or managers of a company —
(a)
must have regard to —
(i)
the most recent financial statements of the company that comply with section 201(1A), (3) and (3A), as the case may be; and
(ii)
all other circumstances that the directors or managers know or ought to know affect, or may affect, the value of the company’s assets and the value of the company’s liabilities (including contingent liabilities); and
(b)
may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances.
[21/2005]
(6)  In determining, for the purposes of subsection (5), the value of a contingent liability, the directors or managers of a company may take into account —
(a)
the likelihood of the contingency occurring; and
(b)
any claim the company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability.
[21/2005]
[Companies, s. 76F (modified)]
Reduction of capital or profits or both on cancellation of repurchased shares
76G.  Where under section 76C, 76D, 76DA or 76E, shares of a company are purchased or acquired, and cancelled under section 76B(5), the company shall —
(a)
reduce the amount of its share capital where the shares were purchased or acquired out of the capital of the company;
(b)
reduce the amount of its profits where the shares were purchased or acquired out of the profits of the company; or
(c)
reduce the amount of its share capital and profits proportionately where the shares were purchased or acquired out of both the capital and the profits of the company,
by the total amount of the purchase price paid by the company for the shares cancelled.
[21/2005]
Treasury shares
76H.
—(1)  Where ordinary shares or stocks are purchased or otherwise acquired by a company in accordance with sections 76B to 76G, the company may —
(a)
hold the shares or stocks (or any of them); or
(b)
deal with any of them, at any time, in accordance with section 76K.
[21/2005]
(2)  Where ordinary shares or stocks are held under subsection (1)(a) then, for the purposes of section 190 (Register and index of members), the company shall be entered in the register as the member holding those shares or stocks.
[21/2005]
[UK, 1985, s. 162A; UK, Treasury Shares, reg. 3]
Treasury shares: maximum holdings
76I.
—(1)  Where a company has shares of only one class, the aggregate number of shares held as treasury shares shall not at any time exceed 10% of the total number of shares of the company at that time.
[21/2005]
(2)  Where the share capital of a company is divided into shares of different classes, the aggregate number of the shares of any class held as treasury shares shall not at any time exceed 10% of the total number of the shares in that class at that time.
[21/2005]
(3)  Where subsection (1) or (2) is contravened by a company, the company shall dispose of or cancel the excess shares in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow.
[21/2005]
(4)  In subsection (3), “the excess shares” means such number of the shares, held by the company as treasury shares at the time in question, as resulted in the limit being exceeded.
[21/2005]
[UK, 1985, s. 162B; UK, Treasury Shares, reg. 3]
Treasury shares: voting and other rights
76J.
—(1)  This section shall apply to shares which are held by a company as treasury shares.
[21/2005]
(2)  The company shall not exercise any right in respect of the treasury shares and any purported exercise of such a right is void.
[21/2005]
(3)  The rights to which subsection (2) applies include any right to attend or vote at meetings (including meetings under section 210) and for the purposes of this Act, the company shall be treated as having no right to vote and the treasury shares shall be treated as having no voting rights.
[21/2005]
(4)  No dividend may be paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding up) may be made, to the company in respect of the treasury shares.
[21/2005]
(5)  Nothing in this section is to be taken as preventing —
(a)
an allotment of shares as fully paid bonus shares in respect of the treasury shares; or
(b)
the subdivision or consolidation of any treasury share into treasury shares of a smaller amount, if the total value of the treasury shares after the subdivision or consolidation is the same as the total value of the treasury share before the subdivision or consolidation, as the case may be.
[21/2005]
(6)  Any shares allotted as fully paid bonus shares in respect of the treasury shares shall be treated for the purposes of this Act as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied.
[21/2005]
[UK, 1985, s. 162C; UK, Treasury Shares, reg. 3]
Treasury shares: disposal and cancellation
76K.
—(1)  Where shares are held as treasury shares, a company may at any time —
(a)
sell the shares (or any of them) for cash;
(b)
transfer the shares (or any of them) for the purposes of or pursuant to an employees’ share scheme;
(c)
transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person;
(d)
cancel the shares (or any of them); or
(e)
sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.
[21/2005]
(2)  In subsection (1)(a), “cash”, in relation to a sale of shares by a company, means —
(a)
cash (including foreign currency) received by the company;
(b)
a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid;
(c)
a release of a liability of the company for a liquidated sum; or
(d)
an undertaking to pay cash to the company on or before a date not more than 90 days after the date on which the company agrees to sell the shares.
[21/2005]
(3)  But if the company receives a notice under section 215 (Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority) that a person desires to acquire any of the shares, the company shall not, under subsection (1), sell or transfer the shares to which the notice relates except to that person.
[21/2005]
(4)  The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) without complying with section 78B (Reduction of share capital by private company), 78C (Reduction of share capital by public company) or 78I (Court order approving reduction).
[21/2005]
(5)  Within 30 days of the cancellation or disposal of treasury shares in accordance with subsection (1), the directors of the company shall lodge with the Registrar the notice of the cancellation or disposal of treasury shares in the prescribed form with such particulars as may be required in the form, together with payment of the prescribed fee.
[21/2005]
[UK, 1985, s. 162D; UK, Treasury Shares, reg. 3]
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.
[S 258/67]
(1A)  An option granted on or after 18th November 1998 by a public company which enables any employee of that company or its related corporation (including any director holding a salaried office or employment in that company or corporation) to take up unissued shares of the company after a period of 10 years has elapsed from the date on which the option was granted shall be void and subsection (1) shall not apply to such an option.
[38/98]
(2)  Subsection (1) or (1A) 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.
[38/98]
[Aust., 1961, s. 68]
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 capital (except treasury shares) as 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 amount paid up on the shares in respect of which it is paid.
[21/2005]
[UK, 1948, s. 65; Aust., 1961, s. 69]
Division 3A — Reduction of share capital
Preliminary
78A.
—(1)  A company may reduce its share capital under the provisions of this Division in any way and, in particular, 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 share capital which is lost or unrepresented by available assets;
(c)
return to shareholders any paid-up share capital which is more than it needs.
[21/2005]
(2)  A company may not reduce its share capital in any way except by a procedure provided for it by the provisions of this Division.
[21/2005]
(3)  A company’s memorandum or articles may exclude or restrict any power to reduce share capital conferred on the company by this Division.
[21/2005]
(4)  In this Division —
“Comptroller” means the Comptroller of Income Tax appointed under section 3(1) of the Income Tax Act (Cap. 134);
“reduction information”, in relation to a proposed reduction of share capital by a special resolution of a company, means the following information:
(a)
the amount of the company’s share capital that is thereby reduced; and
(b)
the number of shares that are thereby cancelled;
“resolution date”, in relation to a resolution, means the date when the resolution is passed.
[21/2005]
(5)  This Division shall not apply to an unlimited company, and shall not preclude such a company from reducing in any way its share capital.
[21/2005]
(6)  This Division shall not apply to the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G.
[21/2005]
[UK, 1985, s. 50]
Reduction of share capital by private company
78B.
—(1)  A private company limited by shares may reduce its share capital in any way by a special resolution if the company —
(a)
sends to the Comptroller a notice —
(i)
stating that the resolution has been passed; and
(ii)
containing the text of the resolution and the resolution date,
within 8 days beginning with the resolution date;
(b)
meets the solvency requirements; and
(c)
meets such publicity requirements as may be prescribed by the Minister,
but the resolution and the reduction of the share capital shall take effect only as provided by section 78E.
[21/2005]
(2)  Notwithstanding subsection (1), the company need not meet the solvency requirements if the reduction of share capital is solely by way of cancellation of any paid-up share capital which is lost or unrepresented by available assets.
[21/2005]
(3)  For the purposes of subsection (1), the company meets the solvency requirements if —
(a)
all the directors of the company make a solvency statement in relation to the reduction of capital; and
(b)
the statement is made —
(i)
in time for subsection (4)(a) to be complied with; but
(ii)
not before the beginning of the period of 15 days ending with the resolution date.
[21/2005]
(4)  Unless subsection (2) applies, the company —
(a)
shall —
(i)
if the resolution for reducing share capital is a special resolution to be passed by written means under section 184A, ensure that every copy of the resolution served under section 183(3A) or 184C(1) (as the case may be) is accompanied by a copy of the solvency statement; or
(ii)
if the resolution is a special resolution to be passed in a general meeting, throughout that meeting make the solvency statement or a copy of it available for inspection by the members at that meeting; and
(b)
shall, throughout the 6 weeks beginning with the resolution date, make the solvency statement or a copy of it available at the company’s registered office for inspection free of charge by any creditor of the company.
[21/2005]
(5)  The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence.
[21/2005]
(6)  Any requirement under subsection (4)(b) ceases if the resolution is revoked.
[21/2005]
[UK, 1985, s. 51]
Reduction of share capital by public company
78C.
—(1)  A public company may reduce its share capital in any way by a special resolution if the company —
(a)
sends to the Comptroller a notice —
(i)
stating that the resolution has been passed; and
(ii)
containing the text of the resolution and the resolution date,
within 8 days beginning with the resolution date;
(b)
meets the solvency requirements; and
(c)
meets such publicity requirements as may be prescribed by the Minister,
but the resolution and the reduction of the share capital shall take effect only as provided by section 78E.
[21/2005]
(2)  Notwithstanding subsection (1), the company need not meet the solvency requirements if the reduction of share capital is solely by way of cancellation of any paid-up share capital which is lost or unrepresented by available assets.
[21/2005]
(3)  The company meets the solvency requirements if —
(a)
all the directors of the company make a solvency statement in relation to the reduction of share capital;
(b)
the statement is made —
(i)
in time for subsection (4)(a) to be complied with; but
(ii)
not before the beginning of the period of 22 days ending with the resolution date; and
(c)
a copy of the solvency statement is lodged with the Registrar, together with the copy of the resolution required to be lodged with the Registrar under section 186, within 15 days beginning with the resolution date.
[21/2005]
(4)  Unless subsection (2) applies, the company shall —
(a)
throughout the meeting at which the resolution is to be passed, make the solvency statement or a copy of it available for inspection by the members at the meeting; and
(b)
throughout the 6 weeks beginning with the resolution date, make the solvency statement or a copy of it available at the company’s registered office for inspection free of charge by any creditor of the company.
[21/2005]
(5)  The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence.
[21/2005]
(6)  Any requirement under subsection (3)(c) or (4)(b) ceases if the resolution is revoked.
[21/2005]
[UK, 1985, ss. 52, 53, 88]
Creditor’s right to object to company’s reduction
78D.
—(1)  This section shall apply where a company has passed a special resolution for reducing share capital under section 78B or 78C.
[21/2005]
(2)  Any creditor of the company to which this subsection applies may, at any time during the 6 weeks beginning with the resolution date, apply to the Court for the resolution to be cancelled.
[21/2005]
(3)  Subsection (2) shall apply to a creditor of the company who, at the date of his application to 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.
[21/2005]
(4)  When an application is made under subsection (2) —
(a)
the creditor shall as soon as possible serve the application on the company; and
(b)
the company shall as soon as possible give to the Registrar notice of the application.
[21/2005]
[UK, 1985, s. 54]
Position at end of period for creditor objections
78E.
—(1)  Where —
(a)
a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)(a) and (c) and the solvency requirements under section 78B(3) (if applicable); and
(b)
no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date,
for the reduction of share capital to take effect, the company must lodge with the Registrar —
(i)
a copy of the resolution in accordance with section 186; and
(ii)
the following documents after the end of 6 weeks, and before the end of 8 weeks, beginning with the resolution date:
(A)
a copy of the solvency statement under section 78B(3) (if applicable);
(B)
a statement made by the directors confirming that the requirements under section 78B(1)(a) and (c) and the solvency requirements under section 78B(3) (if applicable) have been complied with, and that no application for cancellation of the resolution has been made; and
(C)
a notice containing the reduction information.
[21/2005]
(2)  Where —
(a)
a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)(a) and (c) and the solvency requirements (if applicable) under section 78C(3); and
(b)
no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date,
for the reduction of share capital to take effect, the company must lodge with the Registrar the following documents after the end of 6 weeks, and before the end of 8 weeks, beginning with the resolution date:
(i)
a statement made by the directors confirming that the requirements under section 78C(1)(a) and (c) and the solvency requirements under section 78C(3) (if applicable) have been complied with, and that no application for cancellation of the resolution has been made; and
(ii)
a notice containing the reduction information.
[21/2005]
(3)  Where —
(a)
a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)(a) and (c) and the solvency requirements under section 78B(3) (if applicable); but
(b)
during the 6 weeks beginning with the resolution date, one or more applications for cancellation of the resolution are made under section 78D(2),
for the reduction of share capital to take effect, the following conditions must be satisfied:
(i)
the company has complied with section 78D(4)(b) (notification to Registrar) in relation to all such applications;
(ii)
the proceedings in relation to each such application have been brought to an end —
(A)
by the dismissal of the application under section 78F; or
(B)
without determination (for example, because the application has been withdrawn); and
(iii)
the company has, within 15 days beginning with the date on which the last such proceedings were brought to an end in accordance with paragraph (ii), lodged with the Registrar —
(A)
a statement made by the directors confirming that the requirements under section 78B(1)(a) and (c), the solvency requirements under section 78B(3) (if applicable) and section 78D(4)(b) have been complied with, and that the proceedings in relation to each such application have been brought to an end by the dismissal of the application or without determination;
(B)
in relation to each such application which has been dismissed by the Court, a copy of the order of the Court dismissing the application; and
(C)
a notice containing the reduction information.
[21/2005]
(4)  Where —
(a)
a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)(a) and (c) and the solvency requirements under section 78C(3) (if applicable); but
(b)
during the 6 weeks beginning with the resolution date, one or more applications for cancellation of the resolution are made under section 78D(2),
for the reduction of capital to take effect, the following conditions must be satisfied:
(i)
the company has complied with section 78D(4)(b) (notification to Registrar) in relation to all such applications;
(ii)
the proceedings in relation to each such application have been brought to an end —
(A)
by the dismissal of the application under section 78F; or
(B)
without determination (for example, because the application has been withdrawn); and
(iii)
the company has, within 15 days beginning with the date on which the last such proceedings were brought to an end in accordance with paragraph (ii), lodged with the Registrar —
(A)
a statement made by the directors confirming that the requirements under section 78C(1)(a) and (c), the solvency requirements under section 78C(3) (if applicable) and section 78D(4) have been complied with, and that the proceedings in relation to each such application have been brought to an end by the dismissal of the application or without determination;
(B)
in relation to each such application which has been dismissed by the Court, a copy of the order of the Court dismissing the application; and
(C)
a notice containing the reduction information.
[21/2005]
(5)  The resolution in a case referred to in subsection (1), (2), (3) or (4), and the reduction of the share capital, shall take effect when the Registrar has recorded the information lodged with him in the appropriate register.
[21/2005]
[UK, 1985, ss. 55, 57]
Power of Court where creditor objection made
78F.
—(1)  An application by a creditor under section 78D shall be determined by the Court in accordance with this section.
[21/2005]
(2)  The Court shall make an order cancelling the resolution if, at the time the application is considered, the resolution has not been cancelled previously, any debt or claim on which the application was based is outstanding and the Court is satisfied that —
(a)
the debt or claim has not been secured and the applicant does not have other adequate safeguards for it; and
(b)
it is not the case that security or other safeguards are unnecessary in view of the assets that the company would have after the reduction.
[21/2005]
(3)  Otherwise, the Court shall dismiss the application.
[21/2005]
(4)  Where the Court makes an order under subsection (2), the company must send notice of the order to the Registrar within 15 days beginning with the date the order is made.
[21/2005]
(5)  If a company contravenes subsection (4), every officer of the company who is in default shall be guilty of an offence.
[21/2005]
(6)  For the purposes of this section, a debt is outstanding if it has not been discharged, and a claim is outstanding if it has not been terminated.
[21/2005]
[UK, 1985, ss. 56, 58]
Reduction by special resolution subject to Court approval
78G.
—(1)  A company limited by shares may, as an alternative to reducing its share capital under section 78B or 78C, reduce it in any way by a special resolution approved by an order of the Court under section 78I, but the resolution and the reduction of the share capital shall not take effect until —
(a)
that order has been made;
(b)
the company has complied with section 78I(3) (lodgment of information with Registrar); and
(c)
the Registrar has recorded the information lodged with him under section 78I(3) in the appropriate register.
[21/2005]
(2)  The company shall —
(a)
within 8 days beginning with the resolution date; and
(b)
in any case, before making an application to the Court under subsection (1),
send to the Comptroller a notice stating that the resolution has been passed and containing the text of the resolution and the resolution date.
[21/2005]
[UK, 1985, s. 59]
Creditor protection
78H.
—(1)  This section shall apply if a company makes an application under section 78G(1) and the proposed reduction of share capital involves either —
(a)
a reduction of liability in respect of unpaid share capital; or
(b)
the payment to a shareholder of any paid-up share capital,
and also applies if the Court so directs in any other case where a company makes an application under that section.
[21/2005]
(2)  Upon the application to the Court, the Court shall settle a list of qualifying creditors.
[21/2005]
(3)  If the proposed reduction of share capital involves either —
(a)
a reduction of liability in respect of unpaid share capital; or
(b)
the payment to a shareholder of any paid-up share capital,
the Court may, if having regard to any special circumstances of the case it thinks it appropriate to do so, direct that any class or classes of creditors shall not be qualifying creditors.
[21/2005]
(4)  For the purpose of settling the list of qualifying creditors, the Court —
(a)
shall ascertain, as far as possible without requiring an application from any creditor, the names of qualifying creditors and the nature and amount of their debts or claims; and
(b)
may publish notices fixing a day or days within which creditors not included in the list are to claim to be so included or are to be excluded from the list.
[21/2005]
(5)  Any officer of the company who —
(a)
intentionally conceals the name of a qualifying creditor;
(b)
intentionally 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.
[21/2005]
(6)  In this section and section 78I but subject to subsection (3), “qualifying creditor” means a creditor of the company who, at a 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.
[21/2005]
[UK, 1985, s. 60]
Court order approving reduction
78I.
—(1)  On an application by a company under section 78G(1), the Court may, subject to subsection (2), make an order approving the reduction in share capital unconditionally or on such terms and conditions as it thinks fit.
[21/2005]
(2)  If, at the time the Court considers the application, there is a qualifying creditor within the meaning of section 78H —
(a)
who is included in the Court’s list of qualifying creditors under that section; and
(b)
whose claim has not been terminated or whose debt has not been discharged,
the Court must not make an order approving the reduction unless satisfied, as respects each qualifying creditor, that —
(i)
he has consented to the reduction;
(ii)
his debt or claim has been secured or he has other adequate safeguards for it; or
(iii)
security or other safeguards are unnecessary in view of the assets the company would have after the reduction.
[21/2005]
(3)  Where an order is made under this section approving a company’s reduction in share capital, the company shall (for the reduction to take effect) lodge with the Registrar —
(a)
a copy of the order; and
(b)
a notice containing the reduction information,
within 90 days beginning with the date the order is made, or within such longer period as the Registrar may, on the application of the company and on receiving the prescribed fee, allow.
[21/2005]
[UK, 1985, s. 61]
Offences for making groundless or false statements
78J.  A director making a statement under section 78E(1)(ii)(B), (2)(i), (3)(iii)(A) or (4)(iii)(A) shall be guilty of an offence if the statement —
(a)
is false; and
(b)
is not believed by him to be true.
[21/2005]
[UK, 1985, s. 65]
Liability of members on reduced shares
78K.  Where a company’s share capital is reduced under any provision of this Division, a member of the company (past or present) is not liable in respect of the issue price of any share to any call or contribution greater in amount than the difference (if any) between —
(a)
the issue price of the share; and
(b)
the aggregate of the amount paid up on the share (if any) and the amount reduced on the share.
[21/2005]
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)
[Deleted by Act 2/2009 wef 19/11/2012]
(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; 42/2001]
(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 attached to it the same rights as are attached to that stock.
[21/2005]
(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.
[62/70]
(2)  This Division extends to acts done or omitted to be done outside Singapore.
(3)  The Minister may, by order published in the Gazette, exempt any person or any class of persons from all or any of the provisions of this Division, subject to such terms or conditions as may be prescribed.
[5/2004]
Substantial shareholdings and substantial shareholders
81.
—(1)  For the purposes of this Division, a person has a substantial shareholding in a company if —
(a)
he has an interest or interests in one or more voting shares in the company; and
(b)
the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares in the company.
[21/2005]
(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 2 or more classes of shares, if —
(a)
he has an interest or interests in one or more voting shares included in one of those classes; and
(b)
the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares included in that class.
[21/2005]
(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)  In this section and section 83, “voting shares” exclude treasury shares.
[21/2005]
(5)  [Deleted by Act 21 of 2005]
[Aust. 1961, s. 69C; Aust., 2001, s. 9]
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.
[62/70; 49/73; 13/87]
(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
(b)
if the person became a substantial shareholder after that date — within 2 business days after becoming a substantial shareholder.
[8/2003; S 249/71]
(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.
[Aust. 1961, s. 69D]
Substantial shareholder to notify company of change in interests
83.
—(1)  Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a company in voting shares in the company, the substantial shareholder shall give notice in writing to the company stating the information specified in subsection (2) within 2 business days after he becomes aware of such a change.
[8/2003]
(2)  The information referred to in subsection (1) shall be —
(a)
the name and address of the substantial shareholder;
(b)
the date of the change and the circumstances leading to that change; and
(c)
such other particulars as may be prescribed.
[8/2003]
(3)  In subsection (1), “percentage level”, in relation to a substantial shareholder, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has an interest or interests immediately before or (as the case may be) immediately after the relevant time as a percentage of the total votes attached to —
(a)
all the voting shares in the company; or
(b)
where the share capital of the company is divided into 2 or more classes of shares, all the voting shares included in the class concerned,
and, if it is not a whole number, rounding that figure down to the next whole number.
[8/2003; 21/2005]
[Aust. 1961, s. 69E; Aust., 2001, s. 671B; UK, 1985, s. 200; HK S(DI), s. 5]
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.
[62/70; 10/74; 13/87]
(2)  The notice shall be given within 2 business days after the person ceased to be a substantial shareholder.
[8/2003]
[Aust. 1961, s. 69F]
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]
[Aust. 1961, s. 69G]
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.
[62/70; 49/73; 13/87]
(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
(b)
if the first-mentioned person did not hold the shares on that date — within 2 days after becoming the holder of the shares.
[S 249/71]
(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.
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 immediately 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.
[62/70; 49/73; 15/84]
(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.
[Aust. 1961, s. 69K]
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]
[Aust. 1961, s. 69L]
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.
[62/70; 15/84]
(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.
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.
[62/70; S 249/71]
(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.
[Aust. 1961, s. 69N]
Power of company to require disclosure of beneficial interest in its voting shares
92.  [Repealed by Act 2/2009 wef 19/11/2012]
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]
[UK, 1948, s. 87; Aust., 1961, 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.
[UK, 1948, s. 92; Aust., 1961, 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.
[S 258/67]
[UK, 1948, s. 89; Aust., 1961, s. 72]
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.
[S 258/67]
[UK, 1948, s. 90; Aust., 1961, s. 73]
Qualifications of trustee for debenture holders
97.  [Repealed by S 236/2002]
Retirement of trustees
98.  [Repealed by S 236/2002]
Contents of trust deed
99.  [Repealed by S 236/2002]
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, immediately 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.
(3)  Subsection (1) shall not apply in relation to any debenture that is offered to the public for subscription or purchase.
[42/2001]
[Aust., 1961, s. 74c]
Duties of trustees
101.  [Repealed by S 236/2002]
Powers of trustee to apply to Court for directions, etc.
102.  [Repealed by S 236/2002]
Obligations of borrowing corporation
103.  [Repealed by S 236/2002]
Obligation of guarantor corporation to furnish information
104.  [Repealed by S 236/2002]
Loans and deposits to be immediately repayable on certain events
105.  [Repealed by S 236/2002]
Liability of trustees for debenture holders
106.  [Repealed by S 236/2002]
Division 5A — Exemptions from
Divisions 1 and 5 in relation to
Prospectus Requirements
Interpretation
106A.  [Repealed by S 236/2002]
Offer made by or to certain persons or under certain circumstances
106B.  [Repealed by S 236/2002]
Offer made to certain institutions or persons
106C.  [Repealed by S 236/2002]
Offer to sophisticated investors
106D.  [Repealed by S 236/2002]
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.  [Repealed by S 236/2002]
Stock exchange offer
106F.  [Repealed by S 236/2002]
Offer of international debentures
106G.  [Repealed by S 236/2002]
Offer of debentures made by the Government or international financial institutions
106H.  [Repealed by S 236/2002]
Reporting requirements
106I.  [Repealed by S 236/2002]
Revocation of exemption
106J.  [Repealed by S 236/2002]
Power to conduct investigations
106K.  [Repealed by S 236/2002]
Transactions under exempted offers subjects to Division II of Part XII of this Act and Part IX of Securities Industry Act
106L.  [Repealed by S 236/2002]
Division 6 — Interests other than
shares, debentures, etc.
Interpretation of this Division
107.  [Repealed by S 236/2002]
Approved deeds
108.  [Repealed by S 236/2002]
Approval of deeds
109.  [Repealed by S 236/2002]
Approval of trustees
110.  [Repealed by S 236/2002]
Covenants to be included in deeds
111.  [Repealed by S 236/2002]
Interests to be issued by companies only
112.  [Repealed by S 236/2002]
Statement to be issued
113.  [Repealed by S 236/2002]
Restriction on issue, etc., of interest to public
113A.  [Repealed by S 236/2002]
No issue without approved deed
114.  [Repealed by S 236/2002]
Register of interest holders
115.  [Repealed by S 236/2002]
Returns, information, etc., relating to interests
116.  [Repealed by S 236/2002]
Penalty for contravention of Division, etc.
117.  [Repealed by S 236/2002]
Winding up of schemes, etc.
118.  [Repealed by S 236/2002]
Power to exempt from compliance with Division and non-application of Division in certain circumstances
119.  [Repealed by S 236/2002]
Non-application of Division to personal representatives, etc.
120.  [Repealed by S 236/2002]
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.
[UK, 1948, s. 73; Aust., 1961, 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.
[UK, 1948, s. 74; Aust., 1961, 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 class of the shares, the amount paid on the shares, the amount (if any) unpaid on the shares and the extent to which the shares are paid up.
[21/2005]
(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.
[UK, 1948, s. 81; Aust., 1961, 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., 1961, 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.
(3)  Any duplicate certificate issued on or after 30th January 2006 in respect of a share certificate issued before that date shall state, in place of the historical nominal value of the shares, the amount paid on the shares and the amount (if any) unpaid on the shares.
[21/2005]
[Aust., 1961, 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.
[UK, 1948, ss. 75, 76, 82; Aust., 1961, 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.
[UK, 1948, s. 77; Aust., 1961, 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]
[UK, 1948, s. 78; Aust., 1961, s. 97]
Notice of transfer of shares
128A.
—(1)  Where there has been a transfer of shares, a company may lodge with the Registrar notice of that transfer of shares in the prescribed form.
[12/2002]
(2)  The notice must state —
(a)
every other transfer of shares effected prior to the date of the notice, other than a transfer that has been previously notified to the Registrar; or
(b)
if it has more than 50 members after the transfer, the prescribed information in relation to the shares held by each of the 50 members who hold the most number of shares in the company after the transfer.
[12/2002]
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.
[UK, 1948, s. 79; Aust., 1961, s. 98]
Duties of company with respect to issue of certificates and default in issue of certificates
130.
—(1)  Every company shall within 2 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]
(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.
[UK, 1948, s. 80; Aust., 1961, s. 99]
Division 7A — The Central Depository System —
a book-entry or scripless system
for the transfer of securities
Interpretation
130A.  In this Division, 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 or any other corporation approved by the Minister as a depository company or corporation for the purposes of this Act, which 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 Securities Exchange, a trust company (licensed under the Trust Companies Act (Cap. 336)), a banking corporation or merchant bank (approved by the Monetary Authority of Singapore under the Monetary Authority of Singapore Act (Cap. 186)) 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, depository receipts 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 or any derivative instruments related thereto of a foreign government or of an international body, or any other securities — 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;
“rules” means the rules made by the Depository in relation to the operation of the Central Depository System and includes the Central Depository Rules and Procedures made by the Depository pursuant to its Articles of Association (as the same may be amended from time to time) and any rule with regard to payment of fees to the Depository;
“securities” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap. 289), and includes derivative instruments;
“Securities Exchange” means the Singapore Exchange Securities Trading Limited;
“sub-account holder” means a holder of an account maintained with a depository agent.
[22/93; 42/2001; 5/2004; 11/2005; 21/2005]
Application of this Division
130B.
—(1)  This Division shall apply only to —
(a)
book-entry securities; and
(b)
designated securities, as if a reference to “book-entry securities” includes a reference to designated securities.
[5/2004]
(2)  The application of this Division to designated securities under subsection (1)(b) shall be subject to such modifications as the Minister may by order prescribe, and different modifications may be prescribed for different classes of designated securities.
[5/2004]
(3)  In this section, “designated securities” means such securities as may be accepted or designated by the Depository or its nominee for deposit, custody, clearing or book-entry settlement.
[5/2004]
Establishment of Central Depository System
130C.  There is hereby established a computerised Central Depository System whereby, in accordance with the rules of the Depository —
(a)
documents evidencing title in respect of securities (with where applicable, in the case of shares or registered debentures, proper instruments of transfer duly executed) are deposited with the Depository and are registered in the name of the Depository or its nominee;
(b)
accounts are maintained by the Depository in the names of the depositors so as to reflect the title of the depositors to the book-entry securities; and
(c)
transfers of the book-entry securities are effected electronically, and not by any other means, by the Depository making an appropriate entry in the Depository Register of the book-entry securities that have been transferred.
[22/93; 5/2004]
Depository or nominee deemed to be bare trustee
130CA.
—(1)  The Depository or its nominee shall be deemed to hold the book-entry securities deposited with it as a bare trustee for the collective benefit of depositors.
[5/2004]
(2)  Subject to subsections (3) and (4), a depositor shall not have any right to specific book-entry securities deposited with the Depository or its nominee but shall be entitled to a pro rata share computed on the basis of the book-entry securities credited to one or more accounts in the name of the depositor.
[5/2004]
(3)  A depository agent shall be deemed to hold book-entry securities deposited in its name with the Depository or its nominee, on behalf of any sub-account holder, as a bare trustee.
[5/2004]
(4)  A sub-account holder shall not have any right to specific book-entry securities deposited with the Depository or its nominee but shall be entitled to a pro rata share computed on the basis of the book-entry securities credited to one or more accounts maintained by the sub-account holder with a depository agent.
[5/2004]
Depository not a member of a company and depositors deemed to be members
130D.
—(1)  Notwithstanding anything in this Act or any other written law or rule of law or in any instrument or in the memorandum or articles of a corporation, where book-entry securities of the corporation are deposited with the Depository or its nominee —
(a)
the Depository or its nominee (as the case may be) shall be deemed not to be a member of the corporation; and
(b)
the persons named as the depositors in a Depository Register shall, for such period as the book-entry securities are entered against their names in the Depository Register, be deemed to be —
(i)
members of the corporation in respect of the amount of book-entry securities (relating to the stocks or shares issued by the corporation) entered against their respective names in the Depository Register; or
(ii)
holders of the amount of the book-entry securities (relating to the debentures or any derivative instrument) entered against their respective names in the Depository Register.
[5/2004]
(1A)  Notwithstanding anything in this Act or any other written law or rule of law or in any instrument or in the memorandum or articles of a corporation, where book-entry securities relating to units in any collective investment scheme within the meaning of the Securities and Futures Act (Cap. 289) (whether or not constituted as a corporation) are deposited with the Depository or its nominee —
(a)
the Depository or its nominee (as the case may be) shall be deemed not to be a holder of the book-entry securities; and
(b)
the persons named as the depositors in a Depository Register shall, for such period as the book-entry securities are entered against their names in the Depository Register, be deemed to be holders of the amount of the book-entry securities entered against their respective names in the Depository Register.
[5/2004]
(2)  Nothing in this Division shall be construed as affecting —
(a)
the obligation of a company to keep —
(i)
a register of its members under section 190 and allow inspection of the register under section 192; and
(ii)
a register of holders of debentures issued by the company under section 93 and allow inspection of the register under that section,
except that the company shall not be obliged to enter in such registers the names and particulars of persons who are deemed members or holders of debentures under subsection (1)(b);
(b)
the right of a depositor to withdraw his documents evidencing title in respect of securities from the Depository at any time in accordance with the rules of the Depository and to register them in his or any other name; or
(c)
the enjoyment of any right, power or privilege conferred by, or the imposition of any liability, duty or obligation under this Act, any rule of law or under any instrument or under the memorandum or articles of association of a corporation upon a depositor, as a member of a corporation or as a holder of debentures or any derivative instruments except to the extent provided for in this Division or prescribed by regulations made thereunder.
[22/93; 5/2004]
(3)  Notwithstanding any provision in this Act, a depositor shall not be regarded as a member of a company entitled to attend any general meeting of the company and to speak and vote thereat unless his name appears on the Depository Register 48 hours before the general meeting.
(4)  The payment by a corporation to the Depository of any dividend payable to a depositor shall, to the extent of the payment made, discharge the corporation from any liability in respect of that payment.
[5/2004]
Depository to certify names of depositors to corporation upon request
130E.  The Depository shall certify the names of persons on the Depository Register to a corporation in accordance with the rules of the Depository upon a written request being made to it by the corporation.
[22/93; 5/2004]
Maintenance of accounts
130F.  The Depository shall maintain accounts of book-entry securities on behalf of depositors in accordance with the rules of the Depository.
[22/93]
Transfers effected by Depository under book-entry clearing system
130G.
—(1)  Subject to this Division, a transfer of book-entry securities between depositors shall be effected, notwithstanding anything in this Act or any other written law or rule of law or in any instrument or in a corporation’s memorandum or articles of association to the contrary, by the depository making an appropriate entry in its Depository Register.
[22/93]
(2)  A transfer of securities by the Depository by way of book-entry to a depositor under this Division shall be valid and shall not be challenged in any Court on the ground that the transfer is not accompanied by a proper instrument of transfer or that otherwise the transfer is not made in writing.
[22/93]
(3)  This section shall apply to a transfer of book-entry securities whether effected before or after 12th November 1993.
[22/93]
Depository to be discharged from liability if acting on instructions
130H.
—(1)  Subject to the regulations, the Depository, if acting in good faith and without negligence, shall not be liable for conversion or for any breach of trust or duty where the Depository has, in respect of book-entries in accounts maintained by it, made entries regarding the book-entry securities, or transferred or delivered the book-entry securities, according to the instructions of a depositor notwithstanding that the depositor had no right to dispose of or take any other action in respect of the book-entry securities.
[22/93]
(2)  The Depository or a depository agent, if acting in good faith and without negligence, shall be fully discharged of its obligations to the account holder or sub-account holder by the transfer or delivery of book-entry securities upon the instructions of the account holder or sub-account holder, as the case may be.
[22/93]
(3)  The Depository, if acting in good faith and without negligence, shall be fully discharged of its obligations to a depository agent by the transfer or delivery of book-entry securities upon the instructions of the depository agent.
[22/93]
(4)  For the purposes of this section, the Depository or a depository agent is not to be treated as having been negligent by reason only of its failure to concern itself with whether or not the depositor or sub-account holder, as the case may be, has a right to dispose of or take any other action in respect of the book-entry securities or to issue the instructions.
[22/93]
Confirmation of transaction
130I.  The Depository shall, in accordance with the rules made by the Depository, issue to each account holder and to each sub-account holder through his depository agent, following upon any transaction affecting book-entry securities maintained for such account holder by the Depository and maintained for such sub-account holder by his depository agent under this Division, a confirmation note which shall specify the amount and description of the book-entry securities and any other relevant transaction information.
[22/93]
No rectification of Depository Register
130J.
—(1)  Notwithstanding anything in this Act or any written law or rule of law, no order shall be made by the Court for rectification of the Depository Register; subject to that where the Court is satisfied that —
(a)
a depositor did not consent to a transfer of the book-entry securities; or
(b)
a depositor should not have been registered in the Depository Register as having title to the book-entry securities,
it may award damages to the first-mentioned depositor or to any person who would have been entitled to have been registered in the Depository Register as having title to the book-entry securities, as the case may be, on such terms as the Court thinks to be equitable or make such other order as the Court thinks fit including an order for the transfer of book-entry securities to such depositor or person.
[22/93]
(2)  Where provisions exist in the memorandum or articles of association of a corporation that entitle a corporation to refuse registration of a transfer of book-entry securities, it may in relation to any transfer to which it objects, notify the Depository in writing of its refusal before the transfer takes place and furnish the Depository with the facts upon which such refusal is considered to be justified.
[22/93]
(3)  Where the Depository has had prior notice of the corporation’s refusal under subsection (2) (but not otherwise), it shall refuse to effect the transfer and to enter the name of the transferee in the Depository Register and thereupon convey the facts upon which such refusal is considered to be justified to the transferee.
[22/93]
(4)  Section 128 shall not apply to any refusal to register a transfer under subsections (2) and (3).
[22/93]
Trustee, executor or administrator of deceased depositor named as depositor
130K.
—(1)  Any trustee, executor or administrator of the estate of a deceased depositor whose name was entered in the Depository Register as owner or as having an interest in book-entry securities may open an account with the Depository and have his name entered in the Depository Register so as to reflect the interest of the trustee, executor or administrator in the book-entry securities.
[22/93]
(2)  Subject to this section, no notice of any trust expressed, implied or constructive shall be entered on the Depository Register and no liabilities shall be affected by anything done in pursuance of subsection (1) or pursuant to the law of any other place which corresponds to this section and the Depository and the issuer of the book-entry securities shall not be affected with notice of any trust by anything so done.
[22/93]
Non-application of certain provisions in bankruptcy and company liquidation law
130L.  Where by virtue of the provisions of any written law in relation to bankruptcy or company liquidation it is provided that —
(a)
any disposition of the property of a company after commencement of a winding up shall be void, unless the Court orders otherwise; or
(b)
any disposition of the property of a person who is adjudged bankruptcy after the making of an application for a bankruptcy order and before vesting of the bankrupt’s estate in a trustee shall be void unless done with the consent or ratification of the Court,
those provisions shall not apply to any disposition of book-entry securities; but where a Court is satisfied that a party to the disposition, being a party other than the Depository, had notice that an application has been made for the winding up or bankruptcy of the other party to the disposition, it may award damages against that party on such terms as it thinks equitable or make such other order as the Court thinks fit, including an order for the transfer of book-entry securities by that party but not an order for the rectification of the Depository Register.
[22/93; 42/2005]
Non-application of certain provisions in sections 21 and 76A
130M.  Sections 21 and 76A, insofar as those sections provide that a transfer or contract of sale of shares or debentures in contravention of either section shall be void, shall not apply to any disposition of book-entry securities; but a Court, on being satisfied that a disposition of book-entry securities would in the absence of this section be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of either of those sections.
[42/2001]
Security interest
130N.
—(1)  Except as provided in this section or any other written law or any regulations made under section 130P, no security interest may be created in book-entry securities.
[22/93]
(2)  A security interest in book-entry securities to secure the payment of a debt or liability may be created in favour of any depositor in the following manner:
(a)
by way of assignment, by an instrument of assignment in the prescribed form executed by the assignor; or
(b)
by way of charge, by an instrument of charge in the prescribed form executed by the chargor:
Provided that no security interest in any book-entry securities subsequent to any assignment or charge thereof may be created by the assignor or the chargor, as the case may be, in favour of any other person and any such assignment or charge shall be void.
[22/93]
(3)  Upon receipt of the instrument of assignment, the Depository shall immediately, by way of an off-market transaction, transfer the book-entry securities to the assignee and thereafter notify the assignor and the assignee of the transfer in the prescribed manner.
[22/93]
(4)  Upon receipt of the instrument of charge, the Depository shall immediately register the instrument in a register of charges maintained by the Depository and thereafter notify the chargor and the chargee in the prescribed manner.
[22/93]
(5)  The register of charges shall not be open to inspection to any person other than the chargor or the chargee or their authorised representatives and except for the purpose of the performance of its duties or the exercise of its functions or when required to do by any court or under the provisions of any written law, the Depository shall not disclose to any unauthorised person any information contained in the register of charges.
[22/93]
(6)  An assignment or a charge made in accordance with the provisions of this section, but not otherwise, shall have effect upon the Depository transferring the book-entry securities or endorsing the charge in the register of charges except that the instrument of assignment or charge shall not have any effect if on the date of receipt of such instrument, the number of book-entry securities in the account of the assignor or chargor is less than the number of book-entry securities specified in such instrument.
[22/93]
(7)  The provisions of section 130D(1), (1A) and (2) shall apply to an assignment of book-entry securities made under this section.
[22/93; 5/2004]
(8)  An assignee or a registered chargee of book-entry securities shall have the following powers:
(a)
a power, when the loan or liability has become due and payable, to sell the book-entry securities or any part thereof and in the case of a chargee he shall have the power to sell the book-entry securities or any part thereof in the name of and for and on behalf of the chargor; and
(b)
any other power which may be granted to him in writing by the assignor or chargor in relation to the book-entry securities provided that the Depository shall not be concerned with or affected by the exercise of any such power.
[22/93]
(9)  Nothing in subsection (8) shall be construed as imposing on the Depository a duty to ascertain whether the power of sale has become exercisable or has been lawfully exercised by the assignee or chargee.
[22/93]
(10)  No book-entry securities assigned by way of security or charged in accordance with the provisions of this section may be —
(a)
transferred by way of an off-market transaction to the assignor save upon the production of a duly executed re-assignment in the prescribed form; or
(b)
transferred by the chargor, by way of sale or otherwise, save upon the production of a duly executed discharge or charge in the prescribed form.
[22/93]
(11)  Upon the sale by the assignee or the chargee in exercise of his power of sale of any book-entry securities assigned or charged in accordance with the provisions of this section, the assignee or the chargee shall immediately notify the Depository of the sale and the particulars of the book-entry securities sold by him, and the Depository shall —
(a)
in the case of the sale by the assignee, notify the assignor of the sale; and
(b)
in the case of the sale by the chargee, effect a transfer of the book-entry securities to the buyer in accordance with section 130G and notify the chargor of the transfer.
The provisions of sections 130I, 130J, 130L and 130M shall apply, with the necessary modifications, to a transfer effected pursuant to this section.
[22/93]
(12)  Upon fulfilling his obligations under an assignment by way of security or a charge, the assignor or the chargor shall be entitled to obtain from the assignee or chargee a re-assignment or a discharge of charge, as the case may be, of the whole or part of the book-entry securities.
[22/93]
(13)  A re-assignment or discharge of charge shall be effected by the Depository by transferring the book-entry securities to the assignor or cancelling the endorsement of charge in the register of charges and in the account of the chargor, as the case may be.
[22/93]
(14)  Book-entry securities may be assigned by way of security by an assignee or charged in the prescribed form by a chargee to secure the payment of any debt or liability of the assignee or the chargee, as the case may be, in accordance with the provisions of this section provided that no book-entry security may be charged by a chargee subsequent to any sub-charge.
[22/93]
(15)  All acts, powers and rights which might previously have been done or exercised by the chargee thereunder in relation to the book-entry securities may thereafter be done or exercised by the sub-chargee, and, except with the consent of the sub-chargee, shall not be done or exercised by the chargee thereunder during the currency of the sub-charge.
[22/93]
(16)  Upon the sale by the sub-chargee in exercise of his power of sale of any book-entry securities in accordance with the provisions of this section, the provisions of subsection (11), in respect of a sale by a chargee, shall apply with the necessary modifications to the sale by the sub-chargee.
[22/93]
(17)  Nothing in subsection (14) shall affect the rights or liabilities of the original assignor or chargor of the book-entry securities under subsections (12) and (13) and he shall be entitled to a re-assignment or discharge of charge from the assignee or chargee free from all subsequent security interests created without his consent upon satisfying his indebtedness or liability to the assignee or the chargee.
[22/93]
(18)  The provisions of section 130H shall apply to relieve the Depository and its servants or agents of any liability in respect of any act done or omission made under this section as if references to “depositor” include references to “assignee”, “chargee” or “sub-chargee”, as the case may be.
[22/93]
(19)  Nothing in this section shall affect the validity and operation of floating charges on book-entry securities created under the common law before or after 12th November 1993, but that the Depository shall not be required to recognise, even when having notice thereof, any equitable interest in any book-entry securities under a floating charge except the power of the chargee, upon the crystallisation of the floating charge, to sell the book-entry securities in the name of the chargor in accordance with the provisions of this section.
[22/93]
(20)  Nothing in subsection (19) shall be construed as imposing on the Depository a duty to ascertain whether the power of sale pursuant to a floating charge has become exercisable or has been lawfully exercised.
[22/93]
(21)  A stockbroker shall have a lien over unpaid book-entry securities purchased for the account of a customer which shall be enforceable by sale in accordance with and subject to the provisions of this section as if the same had been charged to him under this section except that the stockbroker shall not be obliged to notify the Depository of the sale or the particulars of the book-entry securities sold by him.
[22/93; S 92/97]
(22)  Any security interest on book-entry securities created before 12th November 1993 and subsisting or in force on that date shall continue to have effect as if that Act had not been enacted.
[22/93]
(23)  In this section, “off-market transaction” means a transaction effected outside the Securities Exchange.
[22/93; 42/2001]
Depository rules to be regarded as rules of a securities exchange that are subject to Securities and Futures Act
130O.
—(1)  Rules made by the Depository in relation to the operation of the Central Depository System, including any amendments made thereto from time to time, shall be regarded as having the same force and effect as if made by a securities exchange and shall likewise be subject to the provisions of the Securities and Futures Act (Cap. 289).
[22/93; 42/2001]
(2)  Without prejudice to the generality of subsection (1), section 23 (Business rules and listing rules of approved exchanges) and section 25 (Power of court to order observance of or enforce business rules or listing rules) of the Securities and Futures Act shall apply to rules made by the Depository under subsection (1) as they apply to rules made by a securities exchange.
[22/93; 42/2001]
Regulations
130P.  The Minister may make regulations for all matters or things which by this Division are required or permitted to be prescribed or which are necessary or expedient to give effect to this Division and, in particular, regulations may be made for or with respect to —
(a)
rights and obligations of persons in relation to securities dealt with under the Central Depository System;
(b)
procedures for the deposit and custody of securities and the transfer of title to book-entry securities and the regulation of persons concerned in that operation;
(c)
matters relating to security interest in book-entry securities;
(d)
keeping of depositors’ accounts by the Depository and sub-accounts by the depository agents;
(e)
keeping of the Depository Register and of records generally;
(f)
safeguards for depositors including the maintenance of insurance and the establishment and maintenance of compensation funds by the Depository for the purpose of settling claims by depositors;
(g)
matters relating to link-ups between the Depository and other securities depositories (by whatever name called) established and maintained outside Singapore;
(ga)
any requirement for fees charged by the Depository to be approved by a regulatory authority, and regulations made under this paragraph may provide —
(i)
that the regulatory authority may require the Depository to furnish it with such information or documents as the Authority considers necessary for such approval;
(ii)
that a contravention of any specified provision in the regulations shall be an offence; and
(iii)
for penalties not exceeding a fine of $150,000 for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part thereof during which the offence continues after conviction;
(h)
the modification or exclusion of any provision of any written law, rule of law, any instrument or articles of association;
(i)
the application, with such modifications as may be required, of the provisions of any written law, instrument or articles of association; and
(j)
such supplementary, incidental, saving or transitional provisions as may be necessary or expedient.
[22/93; 21/2005]
Division 8 — Registration of charges
Registration of charges
131.
—(1)  Subject to this Division, where a charge to which this section applies is created by a company there shall be lodged with the Registrar for registration, within 30 days after the creation of the charge, a statement containing the prescribed particulars of the charge, and if this section is not complied with in relation to the charge the charge shall, so far as any security on the company’s property or undertaking is thereby conferred, be void against the liquidator and any creditor of the company.
[13/87; 12/2002]
(1A)  In connection with the registration of a charge to which this section applies which is created by a company there shall be produced to the Registrar, upon the Registrar’s request and for the purposes of inspection, at no cost to the Registrar, the instrument (if any) by which the charge is created or evidenced or a certified true copy thereof.
[13/87; 12/2002]
(2)  Nothing in subsection (1) shall prejudice any contract or obligation for repayment of the money secured by a charge and when a charge becomes void under this section the money secured thereby shall immediately become payable.
(3)  The charges to which this section applies are —
(a)
a charge to secure any issue of debentures;
(b)
a charge on uncalled share capital of a company;
(c)
a charge on shares of a subsidiary of a company which are owned by the company;
(d)
a charge or an assignment created or evidenced by an instrument which if executed by an individual, would require registration as a bill of sale;
(e)
a charge on land wherever situate or any interest therein;
(f)
a charge on book debts of the company;
(g)
a floating charge on the undertaking or property of a company;
(h)
a charge on calls made but not paid;
(i)
a charge on a ship or aircraft or any share in a ship or aircraft; and
(j)
a charge on goodwill, on a patent or licence under a patent, on a trade mark, or on a copyright or a licence under a copyright.
(3A)  The reference to a charge on book debts in subsection (3)(f) shall not include a reference to a charge on a negotiable instrument or on debentures issued by the Government.
[40/89]
(3B)  A charge referred to in subsection (3) does not include a charge created at any time on or after the date of commencement of the International Interests in Aircraft Equipment Act 2009 to the extent that it is capable of being registered under that Act.
[5/2009 wef 01/05/2009]
(3C)  In subsection (3B), “registered” has the same meaning as in section 2(1) of the International Interests in Aircraft Equipment Act 2009.
[5/2009 wef 01/05/2009]
(4)  Where a charge created in Singapore affects property outside Singapore, the statement containing the prescribed particulars of the charge may be lodged for registration under and in accordance with subsection (1) notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the place in which the property is situate.
[13/87; 12/2002]
(5)  When a series of debentures containing or giving by reference to any other instrument any charge to the benefit of which the debenture holders of that series are entitled equally is created by a company, it shall be sufficient if there are lodged with the Registrar for registration within 30 days after the execution of the instrument containing the charge, or if there is no such instrument after the execution of the first debenture of the series, a statement containing the following particulars:
(a)
the total amount secured by the whole series;
(b)
the dates of the resolutions authorising the issue of the series and the date of the covering instrument, if any, by which the security is created or defined;
(c)
a general description of the property charged; and
(d)
the names of the trustee, if any, for the debenture holders.
[13/87; 12/2002]
(6)  For the purposes of subsection (5), where more than one issue is made of debentures in the series, there shall be lodged within 30 days after each issue particulars of the date and amount of each issue, but an omission to do so shall not affect the validity of the debentures issued.
(7)  Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to any person in consideration of his (whether absolutely or conditionally) subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any debentures the particulars required to be lodged under this section shall include particulars as to the amount or rate per cent of the commission, allowance or discount so paid or made, but omission to do so shall not affect the validity of the debentures issued.
(8)  The deposit of any debentures as security for any debt of the company shall not for the purposes of subsection (7) be treated as the issue of the debentures at a discount.
(9)  No charge or assignment to which this section applies (except a charge or assignment relating to land) need be filed or registered under any other written law.
(10)  Where a charge requiring registration under this section is created before the lapse of 30 days after the creation of a prior unregistered charge, and comprises all or any part of the property comprised in the prior charge, and the subsequent charge is given as a security for the same debt as is secured by the prior charge, or any part of that debt, then to the extent to which the subsequent charge is a security for the same debt or part thereof, and so far as respects the property comprised in the prior charge, the subsequent charge shall not be operative or have any validity unless it is proved to the satisfaction of the Court that it was given in good faith for the purpose of correcting some material error in the prior charge or under other proper circumstances and not for the purposes of avoiding or evading the provisions of this Division.
[UK, 1948, s. 95; Aust., 1961, s. 100]
Duty to register charges
132.
—(1)  Documents and particulars required to be lodged for registration in accordance with section 131 may be lodged for registration by the company concerned or by any person interested in the documents, but if default is made in complying with that 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]
(2)  Where registration is effected by some person other than the company, that person shall be entitled to recover from the company the amount of any fees properly paid by him on the registration.
[UK, 1948, s. 96; Aust., 1961, s. 101]
Duty of company to register charges existing on property acquired
133.
—(1)  Where a company acquires any property which is subject to a charge of any such kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Division or, where a foreign company becomes registered in Singapore and has prior to such registration created a charge which if it had been created by the company while it was registered in Singapore would have been required to be registered under this Division or, where a foreign company becomes registered in Singapore and has prior to such registration acquired property which is subject to a charge of any such kind as would if it had been created by the company after the acquisition and while it was registered in Singapore have been required to be registered under this Division, the company shall cause a statement of the prescribed particulars to be lodged with the Registrar for registration within 30 days after the date on which the acquisition is completed or the date of the registration of the company in Singapore, as the case may be.
[13/87; 12/2002]
(2)  If default is made in complying with this section, the company or the foreign company and every officer of the company or foreign 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]
[UK, 1948, s. 97; Aust., 1961, s. 102]
Register of charges to be kept by Registrar
134.
—(1)  The Registrar shall keep a register of all the charges lodged for registration under this Division and shall enter in the register with respect to those charges the following particulars:
(a)
in the case of a charge to the benefit of which the holders of a series of debentures are entitled, such particulars as are required to be contained in a statement furnished under section 131(5); and
(b)
in the case of any other charge —
(i)
if the charge is a charge created by the company, the date of its creation, and if the charge was a charge existing on property acquired by the company the date of the acquisition of the property;
(ii)
the amount secured by the charge;
(iii)
a description sufficient to identify the property charged; and
(iv)
the name of the person entitled to the charge.
(2)  The Registrar shall issue a notice to the company concerned of the registration of a charge and the notice shall be conclusive evidence that the requirements as to registration have been complied with.
[13/87; 12/2002]
(3)  Upon the application of the company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the registration of the charge and the certificate shall be conclusive evidence that the requirements as to registration have been complied with.
[12/2002]
[UK, 1948, s. 98; Aust., 1961, s. 103]
Endorsement of certificate of registration on debentures
135.
—(1)  The company shall cause to be endorsed on every debenture forming one of a series of debentures, or certificate of debenture stock which is issued by the company and the payment of which is secured by a charge so registered —
(a)
a copy of the notice of registration; or
(b)
a statement that the registration has been effected and the date of registration.
[12/2002]
(2)  Subsection (1) shall not apply to any debenture or certificate of debenture stock which has been issued by the company before the charge was registered.
(3)  Every person who knowingly and wilfully authorises or permits the delivery of any debenture or certificate of debenture stock which is not endorsed as required by this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]
[UK, 1948, s. 99; Aust., 1961, s. 104]
Entries of satisfaction and release of property from charge
136.
—(1)  Where, with respect to any registered charge —
(a)
the debt for which the charge was given has been paid or satisfied in whole or in part; or
(b)
the property or undertaking charged or any part thereof has been released from the charge or has ceased to form part of the company’s property or undertaking of the company concerned,
the company may lodge with the Registrar in the prescribed form a statement of satisfaction in whole or in part, or of the fact that the property or undertaking or any part thereof has been released from the charge or has ceased to form part of the company’s property or undertaking, as the case may be, and the Registrar shall enter particulars of that statement in the register.
[12/2002]
(2)  The statement shall be endorsed with a statement by the chargee of the payment, satisfaction, release or ceasing referred to in subsection (1), as the case may be, and the second-mentioned statement shall constitute sufficient evidence of that payment, satisfaction, release or ceasing.
[13/87; 12/2002]
[UK, 1948, s. 100; Aust., 1961, s. 105]
Extension of time and rectification of register of charges
137.  The Court, on being satisfied that the omission to register a charge (whether under this or any corresponding previous written law) within the time required or that the omission or mis-statement of any particular with respect to any such charge or in a statement of satisfaction was accidental or due to inadvertence or to some other sufficient cause or is not of a nature to prejudice the position of creditors or shareholders or that on other grounds it is just and equitable to grant relief, may on the application of the company or any person interested and on such terms and conditions as seem to the Court just and expedient (including a term or condition that the extension or rectification is to be without prejudice to any liability already incurred by the company or any of its officers in respect of the default) order that the time for registration be extended or that the omission or mis-statement be rectified.
[12/2002]
[UK, 1948, s. 101; Aust., 1961, s. 106]
Company to keep copies of charging instruments and register of charges
138.
—(1)  Every company shall cause the instrument creating any charge requiring registration under this Division or a copy thereof to be kept at the registered office of the company but in the case of a series of debentures the keeping of a copy of one debenture of the series shall be sufficient for the purposes of this subsection.
[13/87]
(2)  Every company shall keep at the registered office of the company a register of charges and enter therein all charges specifically affecting property of the company and all floating charges on the undertaking or any property of the company, giving in each case a short description of the property charged, the amount of the charge and (except in the case of securities to bearer) the names of the persons entitled thereto.
(3)  The instruments or copies thereof and the register of charges kept in pursuance of this section shall be open to the inspection of any creditor or member of the company without fee, and the register of charges shall also be open to the inspection of any other person on payment of such fee not exceeding $2 for each inspection as is fixed by the company.
(3A)  Any person may, on application to a company and on payment of a fee, not exceeding $1 for every page or part thereof, be furnished with a copy of any instrument or debenture kept by the company in pursuance of this section within 3 days of his making the application.
[13/87]
(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 and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
[15/84]
[UK, 1948, ss. 103-105; Aust., 1961, s. 107]
Documents made out of Singapore
139.  Where under this Division an instrument, deed, statement or other document is required to be lodged with the Registrar within a specified time, the time so specified shall, by force of this section, in relation to an instrument, deed, statement or other document executed or made in a place out of Singapore, be extended by 7 days or such further periods as the Registrar may from time to time allow.
[Aust., 1961, s. 108]
Charges, etc., created before 29th December 1967
140.  Except as is otherwise expressly provided, this Division shall apply to any charge that on 29th December 1967 was registrable under any of the repealed written laws but which at that date was not registered under any of those laws.
[S 258/67]
[Aust., 1961, s. 109]
Application of Division
141.  A reference in this Division to a company shall be read as including a reference to a foreign company registered under Division 2 of Part XI, but nothing in this Division applies to a charge on property outside Singapore of such foreign company.
[15/84]
[Aust., 1961, s. 110]
PART V
MANAGEMENT AND ADMINISTRATION
Division 1 — Office and name
Registered office of company
142.
—(1)  A company shall as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which shall be open and accessible to the public for not less than 3 hours during ordinary business hours on each business day.
[15/84]
(2)  If default is made in complying with subsection (1), 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 also to a default penalty.
[15/84; 13/87]
[UK, 1948, s. 107; Aust., 1961, s. 111]
Office hours
143.
—(1)  Notice in the prescribed form of the situation of the registered office, the days and hours during which it is open and accessible to the public, shall, in the case of a proposed company, be lodged with the Registrar together with its memorandum and its articles, if any, at the time of lodgment for the incorporation of the proposed company and in the case of any subsequent change of the particulars therein be so lodged within 14 days of any such change, but no notice of the days and hours during which the office is open and accessible to the public shall be required if the office is open for at least 5 hours during ordinary business hours on each business day.
[15/84; 40/89]
(1A)  In subsection (1), the word “particulars”, in relation to the situation of the registered office, shall be deemed to include the address and designation of the situation or address of the registered office.
[40/89]
Penalty
(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 and also to a default penalty.
[15/84; 13/87]
[UK, 1948, s. 107; Aust., 1961, s. 112]
Publication of name and registration number
144.
—(1)  The name of a company shall appear in legible romanised letters on —
(a)
its seal; and
(b)
all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, indorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the company.
[5/2004]
(1A)  The registration number of a company shall appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.
[5/2004]
(1B)  A company shall be guilty of an offence if default is made in complying with subsection (1) or (1A).
[5/2004]
(2)  If an officer of a company or any person on its behalf —
(a)
uses or authorises the use of any seal purporting to be a seal of the company whereon its name does not so appear;
(b)
issues or authorises the issue of any business letter, statement of account, invoice or official notice or publication of the company wherein its name is not so mentioned; or
(c)
signs, issues or authorises to be signed or issued on behalf of the company any bill of exchange, promissory note, cheque or other negotiable instrument or any indorsement, order, receipt or letter of credit wherein its name is not so mentioned,
he shall be guilty of an offence, and where he has signed, issued or authorised to be signed or issued on behalf of the company any bill of exchange, promissory note or other negotiable instrument or any indorsement thereon or order wherein that name is not so mentioned, he shall in addition be liable to the holder of the instrument or order for the amount due thereon unless it is paid by the company.
Name to be displayed on all offices
(3)  [Deleted by Act 5 of 2004]
[UK, 1948, s. 108; Aust., 1961, s. 113]
Division 2 — Directors and officers
Directors
145.
—(1)  Every company shall have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.
[5/2004]
(2)  No person other than a natural person who has attained the age of 18 years and who is otherwise of full legal capacity shall be a director of a company.
[7/2009 wef 01/03/2009]
(3)  [Deleted by Act 12 of 2002]
(4)  Any provision in the memorandum or articles of a company which was in force immediately before 29th December 1967 and which operated to constitute a corporation as a director of the company shall be read and construed as if it authorised that corporation to appoint a natural person to be a director of that company.
[S 258/67]
(5)  Notwithstanding anything in this Act or in the memorandum or articles of the company, or in any agreement with the company, a director of a company shall not resign or vacate his office unless there is remaining in the company at least one director who is ordinarily resident in Singapore; and any purported resignation or vacation of office in breach of this subsection shall be deemed to be invalid.
[5/2004]
(6)  Subsection (5) shall not apply where a director of a company is required to resign or vacate his office if he has not within the period referred to in section 147(1) obtained his qualification or by virtue of his disqualification under section 148, 149, 149A, 154 or 155 of this Act, or sections 50, 54, 66 and 67 of the Banking Act (Cap. 19) or sections 47 and 49 of the Finance Companies Act (Cap. 108), section 57 of the Financial Advisers Act (Cap. 110), section 31, 31A, 35ZJ or 41(2)(a)(ii) of the Insurance Act (Cap. 142), section 30AAI of the Monetary Authority of Singapore Act (Cap. 186), section 12A of the Money-changing and Remittance Businesses Act (Cap. 187), section 22 of the Payment Systems (Oversight) Act 2006 (Act 1 of 2006) or section 44, 46Z, 81P, 81ZJ, 97 or 292A of the Securities and Futures Act (Cap. 289).
[15/84; 42/2001; 12/2002; 1/2006; S 227/95]
[16/2011 wef 01/05/2011]
[1/2007 wef 31/03/2007]
[Act 10/2013 wef 18/04/2013]
[Act 11 of 2013 wef 18/04/2013]
[Act 34 of 2012 wef 01/08/2013]
(7)  If there is a contravention of subsection (1), the Registrar may, either of his own motion or on the application of any person, direct the members of the company to appoint a director who is ordinarily resident in Singapore if he considers it to be in the interests of the company for such appointment to be made.
[5/2004]
(8)  If the direction under subsection (7) is not complied with, each member in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part thereof during which the offence continues after conviction.
[5/2004]
(9)  If there is a contravention of subsection (1) and —
(a)
the Registrar fails to give the direction under subsection (7); or
(b)
such direction has been given but is not complied with,
the court may, on the application of the Registrar or any person, order the members of the company to make the appointment if it considers it to be in the interests of the company for such appointment to be made.
[5/2004]
(10)  If a company carries on business without having at least one director who is ordinarily resident in Singapore for more than 6 months, a person who, for the whole or any part of the period that it so carries on business after those 6 months —
(a)
is a member of the company; and
(b)
knows that it is carrying on business in that manner,
shall be liable for the payment of all the debts of the company contracted during the period or, as the case may be, that part of it, and may be sued therefor.
[5/2004]
[UK, 1948, s. 176; Aust., 1961, s. 114]
Restrictions on appointment or advertisement of director
146.
—(1)  A person shall not be named as a director or proposed director in —
(a)
any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or
(b)
the register of directors, managers and secretaries of a company,
unless, before —
(i)
the incorporation of the company; or
(ii)
the filing of any return in the prescribed form containing the particulars required to be specified in the register of directors, managers and secretaries,
as the case may be, the person has complied with the conditions set out in subsection (1A).
[12/2002]
(1A)  The conditions to be complied with by a person referred to in subsection (1) are the following:
(a)
he has, by himself or through a prescribed person authorised by him, filed with the Registrar —
(i)
a declaration that he has consented to act as a director; and
(ii)
a statement in the prescribed form that he is not disqualified from acting as a director under this Act; and
(b)
he has, by himself or through a prescribed person authorised by him —
(i)
filed with the Registrar a declaration that he has agreed to take a number of shares of the company that is not less than his qualification, if any;
(ii)
filed with the Registrar an undertaking that he will take from the company and pay for his qualification shares, if any;
(iii)
filed with the Registrar a declaration that a specified number of shares, not less than his qualification, if any, has been registered in his name; or
(iv)
in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations, filed with the Registrar a declaration that —
(A)
he was a shareholder in that other corporation or in one or more of the corporations of that group; and
(B)
as a shareholder he will be entitled to receive and have registered in his name a number of shares not less than his qualification, by virtue of the terms of an agreement relating to the reconstruction.
[12/2002; 8/2003]
(2)  Where a person has undertaken to the Registrar under subsection (1A)(b)(ii) to take and pay for his qualification shares, he shall, as regards those shares, be in the same position as if he had signed the memorandum for that number of shares.
[12/2002]
(3)  Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) shall not apply to —
(a)
a company not having a share capital;
(b)
a private company; or
(c)
a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company or to articles adopted by a company after the expiration of one year from the date on which the company was entitled to commence business.
(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 and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty.
[15/84]
(5)  The restrictions in this section on a director or proposed director of a company incorporated under this Act in relation to a prospectus shall apply in the same manner and extent to a director or proposed director of a foreign company as if the references in subsections (1) and (4) to a company included references to a foreign company.
[22/93]
[UK, 1948, s. 181; Aust., 1961, s. 115]
Qualification of director
147.
—(1)  Without affecting the operation of sections 145 and 146, every director, who is by the articles required to hold a specified share qualification and who is not already qualified, shall obtain his qualification within 2 months after his appointment or such shorter period as is fixed by the articles.
(2)  Unless otherwise provided by the articles, the qualification of any director of a company must be held by him solely and not as one of several joint holders.
(3)  A director shall vacate his office if he has not within the period referred to in subsection (1) obtained his qualification or if after so obtaining it he ceases at any time to hold his qualification.
(4)  Any person who fails to comply with subsection (3) 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]
(5)  A person vacating office under this section shall be incapable of being reappointed as director until he has obtained his qualification.
[UK, 1948, s. 182; Aust., 1961, s. 116]
Restriction on undischarged bankrupt being director or manager
148.
—(1)  Every person who, being an undischarged bankrupt (whether he was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), acts as director of, or directly or indirectly takes part in or is concerned in the management of, any corporation, except with the leave of the Court or the written permission of the Official Assignee, 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.
[37/99]
(2)  On an application by an undischarged bankrupt under subsection (1) to the Court or the Official Assignee, as the case may be, the Court or the Official Assignee may refuse the application or approve the application subject to such condition as the Court or the Official Assignee, as the case may be, may impose.
[37/99]
(3)  The Court shall not give leave under this section unless notice of intention to apply therefor has been served on the Minister and on the Official Assignee and the Minister and the Official Assignee or either of them may be represented at the hearing of and may oppose the granting of the application.
[37/99]
(4)  Any person who has been granted leave by the Court or written permission by the Official Assignee under subsection (1) shall, within one month after the issue of the Court order or written permission, lodge a copy of the order or written permission with the Registrar.
[8/2003]
Disqualification of unfit directors of insolvent companies
149.
—(1)  The Court may —
(a)
on the application of the Minister or the Official Receiver as provided for in subsection (9)(a); and
(b)
on being satisfied as to the matters referred to in subsection (2),
make an order disqualifying a person specified in the order from being a director or in any way, whether directly or indirectly, being concerned in, or take part in, the management of a company during such period not exceeding 5 years after the date of the order as is specified in the order (referred to in this section as a disqualification order).
[13/87]
(2)  The Court shall make a disqualification order under subsection (1) if it is satisfied that —
(a)
the person against whom the order is sought has been given not less than 14 days’ notice of the application; and
(b)
the person —
(i)
is or has been a director of a company which has at any time gone into liquidation (whether while he was a director or within 3 years of his ceasing to be a director) and was insolvent at that time; and
(ii)
that his conduct as director of that company either taken alone or taken together with his conduct as a director of any other company or companies makes him unfit to be a director of or in any way, whether directly or indirectly, be concerned in, or take part in, the management of a company.
(3)  If in the case of a person who is or has been a director of a company which is —
(a)
being wound up by the Court, it appears to the Official Receiver or to the liquidator (if he is not the Official Receiver); or
(b)
being wound up otherwise than as mentioned in paragraph (a), it appears to the liquidator,
that the conditions mentioned in subsection (2)(b) are satisfied as respects that person, the Official Receiver or the liquidator, as the case may be, shall immediately report the matter to the Minister.
(4)  The Minister may require the Official Receiver or the liquidator or the former liquidator of a company —
(a)
to furnish him with such information with respect to any person’s conduct as a director of the company; and
(b)
to produce and permit inspection of such books, papers and other records relevant to that person’s conduct as such a director,
as the Minister may reasonably require for the purpose of determining whether to exercise, or of exercising, any of his functions under this section; and if default is made in complying with that requirement the Court may, on the application of the Minister, make an order requiring that person to make good the default within such time as is specified in the order.
(5)  For the purposes of this section —
(a)
a company has gone into liquidation —
(i)
if it is wound up by the Court, on the date of the filing of the winding up application;
(ii)
where a provisional liquidator was appointed under section 291(1), at the time when the declaration made under that subsection was lodged with the Registrar; and
(iii)
in any other case, on the date of the passing of the resolution for the voluntary winding up; and
(b)
a company was insolvent at the time it has gone into liquidation if it was unable to pay its debts, within the meaning of that expression in section 254(2),
and references in this section to a person’s conduct as a director of any company or companies include, where any of those companies have become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency of that company.
[42/2005]
(6)  In deciding whether a person’s conduct as a director of any particular company or companies make him unfit to be concerned in, or take part in, the management of a company as is mentioned in subsection (2)(b), the Court shall in relation to his conduct as a director of that company or, as the case may be, each of those companies have regard, generally to the matters referred to in paragraph (a), and, in particular, to the matters referred to in paragraph (b), notwithstanding that the director has not been convicted or may be criminally liable in respect of any of these matters —
(a)
(i)  as to whether there has been any misfeasance or breach of any fiduciary or other duty by the director in relation to the company;
(ii)
as to whether there has been any misapplication or retention by the director of, or any conduct by the director giving rise to an obligation to account for, any money or other property of the company;
(iii)
as to the extent of the director’s responsibility for any failure by the company to comply with sections 138, 190, 191, 197, 199 and 201; and
(b)
(i)  as to the extent of the director’s responsibility for the causes of the company becoming insolvent;
(ii)
as to the extent of the director’s responsibility for any failure by the company to supply any goods or services which have been paid for (in whole or in part);
(iii)
as to the extent of the director’s responsibility for the company entering into any transaction liable to be set aside under section 259;
(iv)
as to whether the causes of the company becoming insolvent are attributable to its carrying on business in a particular industry where the risk of insolvency is generally recognised to be higher.
(7)  The Minister may, by notification in the Gazette, add to, vary or amend the matters referred to in subsection (6) and that notification may contain such transitional provisions as may appear to the Minister to be necessary or expedient.
(8)  In this section, “company” includes a corporation and a foreign company but does not include a partnership or association to which Division 5 of Part X applies.
[8/2003]
(9)  (a)  In the case of a person who is or has been a director of a company which has gone into liquidation and is being wound up by the Court, an application under this section shall be made by the Official Receiver but in any other case an application shall be made by the Minister.
(b)
On a hearing of an application under this section —
(i)
the Minister or the Official Receiver, as the case may be, shall appear and call the attention of the Court to any matter which appears to him to be relevant (and for this purpose the Minister may be represented) and may give evidence or call witnesses; and
(ii)
the person against whom an order is sought may appear and himself give evidence or call witnesses.
(10)  This section shall not apply unless the company mentioned in subsection (2)(b) has gone into insolvent liquidation on or after 15th August 1984 and the conduct to which the Court shall have regard shall not include conduct as a director of a company that has gone into liquidation before that date.
(11)  A person who acts as judicial manager, receiver or receiver manager shall not be liable to have a disqualification order made against him in respect of acts done in his capacity as judicial manager, receiver or receiver manager, as the case may be.
[40/89]
(12)  Any person who acts in contravention of a disqualification order made under 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)  Nothing in this section shall prevent a person who is disqualified pursuant to an order made under subsection (1) from applying for leave of the Court to be concerned in or take part in the management of a company.
[40/89]
(14)  On the hearing of an application made under subsection (13) or (15), the Minister or the Official Receiver shall appear (and for this purpose the Minister may be represented) and call attention of the Court to any matter which appears to him to be relevant to the application and may himself give evidence or call witnesses.
[40/89]
(15)  Any right to apply for leave of the Court to be concerned or take part in the management of a company that was subsisting immediately before 23rd March 1990 shall, after that date, be treated as subsisting by virtue of the corresponding provision made under this section.
[40/89]
Disqualification of directors of companies wound up on grounds of national security or interest
149A.
—(1)  Subject to subsections (2) and (3), where a company is ordered to be wound up by the Court under section 254(1)(m) on the ground that it is being used for purposes against national security or interest, the Court may, on the application of the Minister, make an order (referred to in this section as a disqualification order) disqualifying any person who is a director of that company from being a director or in any way, directly or indirectly, being concerned in, or from taking part in, the management of any company or foreign company for a period of 3 years from the date of the making of the winding up order.
[36/2000]
(2)  The Court shall not make a disqualification order against any person under subsection (1) unless the Court is satisfied that the person against whom the order is sought has been given not less than 14 days’ notice of the Minister’s application for the order.
[36/2000]
(3)  The Court shall not make a disqualification order against any person under subsection (1) if such person proves to the satisfaction of the Court that —
(a)
the company had been used for purposes against national security or interest without his consent or connivance; and
(b)
he had exercised such diligence to prevent the company from being so used as he ought to have exercised having regard to the nature of his function in that capacity and to all the circumstances.
[36/2000]
(4)  Any person who acts in contravention of a disqualification order made under 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 or to both.
[36/2000]
(5)  In this section, “foreign company” means a foreign company to which Division 2 of Part XI applies.
[36/2000; 8/2003]
Appointment of directors to be voted on individually
150.
—(1)  At a general meeting of a public company, a motion for the appointment of 2 or more persons as directors by a single resolution shall not be made unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.
(2)  A resolution passed in pursuance of a motion made in contravention of this section shall be void, whether or not its being so moved was objected to at the time.
(3)  Where a resolution pursuant to a motion made in contravention of this section is passed no provision for the automatic reappointment of retiring directors in default of another appointment shall apply.
(4)  For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment shall be treated as a motion for his appointment.
(5)  Nothing in this section shall —
(a)
apply to a resolution altering the company’s articles;
(b)
prevent the election of 2 or more directors by ballot or poll.
[UK, 1948, s. 183; Aust., 1961, s. 118]
Validity of acts of directors and officers
151.  The acts of a director or manager or secretary shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification.
[UK, 1948, s. 180; Aust., 1961, s. 119]
Removal of directors
152.
—(1)  A public company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove him shall not take effect until his successor has been appointed.
(2)  Special notice shall be required of any resolution to remove a director under this section or to appoint some person in place of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director under this section the company shall immediately send a copy thereof to the director concerned, and the director, whether or not he is a member of the company, shall be entitled to be heard on the resolution at the meeting.
(3)  Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto representations in writing to the company, not exceeding a reasonable length, and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so —
(a)
in any notice of the resolution given to members of the company state the fact of the representations having been made; and
(b)
send a copy of the representations to every member of the company to whom notice of the meeting is sent, whether before or after receipt of the representations by the company,
and if a copy of the representations is not so sent because they were received too late or because of the company’s default the director may, without prejudice to his right to be heard orally, require that the representations shall be read out at the meeting.
(4)  Notwithstanding subsections (1), (2) and (3), copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.
(5)  A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.
(6)  A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become a director on the day on which the person in whose place he is appointed was last appointed a director.
(7)  Nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.
(8)  A director of a public company shall not be removed by, or be required to vacate his office by reason of, any resolution, request or notice of the directors or any of them notwithstanding anything in the articles or any agreement.
[UK, 1948, s. 184; Aust., 1961, s. 120]
Age limit for directors
153.
—(1)  Subject to this section but notwithstanding anything in the memorandum or articles of the company, no person of or over the age of 70 years shall be appointed or act as a director of a public company or of a subsidiary of a public company.
(2)  The office of a director of a public company or of a subsidiary of a public company shall become vacant at the conclusion of the annual general meeting commencing next after he attains the age of 70 years.
(3)  Any act done by a person as director shall be valid notwithstanding that it is afterwards discovered that there was a defect in his appointment or that his appointment had terminated by virtue of subsection (2).
(4)  Where the office of a director has become vacant by virtue of subsection (2) no provision for the automatic reappointment of retiring directors in default of another appointment shall apply in relation to that director.
(5)  If any such vacancy has not been filled at the meeting at which the office became vacant the office may be filled as a casual vacancy.
(6)  Notwithstanding anything in this section, a person of or over the age of 70 years may, by an ordinary resolution passed at an annual general meeting of a company —
(a)
be appointed or re-appointed as a director of the company to hold office; or
(b)
be authorised to continue in office as a director of the company,
until the next annual general meeting of the company.
[8/2003]
(7)  Section 179 relating to the demanding of a poll and the holding of a poll shall apply to a resolution under this section.
(8)  Nothing in this section shall limit or affect the operation of any provision of the memorandum or articles of a company preventing any person from being appointed a director or requiring any director to vacate his office at any age below 70 years.
(9)  The provisions of the articles of a company relating to the rotation and retirement of directors shall not apply to a director who is appointed or reappointed pursuant to this section but such provisions of the articles shall continue to apply to all other directors of the company.
[UK, 1948, s. 185; Aust., 1961, s. 121]
Disqualification to act as director on conviction of certain offences
154.
—(1)  Where a person is convicted (whether in Singapore or elsewhere) of any offence involving fraud or dishonesty punishable with imprisonment for 3 months or more, he shall be subject to the disqualifications provided in subsection (3).
[22/93]
(2)  Where a person is convicted in Singapore of —
(a)
any offence in connection with the formation or management of a corporation; or
(b)
any offence under section 157 or 339,
the court may make a disqualification order in addition to any other sentence imposed.
(3)  A person who is disqualified under subsection (1) or who has had a disqualification order made against him under subsection (2) shall not act as a director of a company or of a foreign company to which Division 2 of Part XI applies nor shall he take part, whether directly or indirectly, in the management of such a company or foreign company.
(4)  (a)  Where a disqualified person has not been sentenced to imprisonment, the disqualifications in subsection (3) shall take effect upon conviction and shall continue for a period of 5 years or for such shorter period as the court may order under subsection (2).
(b)
Where a disqualified person is sentenced to imprisonment, the disqualifications in subsection (3) shall take effect upon conviction and shall continue for a period of 5 years after his release from prison.
(5)  A person who acts in contravention of a disqualification under 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.
(6)  An application for leave to act as a director of a company or of a foreign company to which Division 2 of Part XI applies or to take part whether directly or indirectly, in the management of such a company or foreign company may be made by a person against whom a disqualification order has been made upon that person giving the Minister not less than 14 days’ notice of his intention to apply for such leave.
(7)  On the hearing of any application under this section, the Minister may be represented at the hearing and may oppose the granting of the application.
(8)  Without prejudice to section 409, a District Court may make a disqualification order under this section.
(9)  Any right to apply for leave of the Court to be a director or promoter or to be concerned or take part in the management of a company that was subsisting immediately before 12th November 1993 shall on or after that date be treated as subsisting by virtue of the corresponding provision made under this section.
[UK, 1948, s. 188; Aust. 1961, s. 122]
Disqualification for persistent default in relation to delivery of documents to Registrar
155.
—(1)  Where a person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5 years after he has last been adjudged guilty of any offence or has had made against him an order under section 13 or 399 in relation to any such relevant requirements of this Act, without the leave of the Court, is a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management of a company, he 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.
[15/84]
(2)  Any provision of this Act which requires any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar is a relevant requirement of this Act for the purposes of this section.
(3)  For the purposes of this section, the fact that a person has been persistently in default in relation to relevant requirements of this Act may, subject to subsection (8), be conclusively proved by showing that, within a period of 5 years, he has been adjudged guilty of 3 or more offences in relation to any such requirements or has had 3 or more orders made against him under section 13 or 399 in relation to those requirements.
[13/87]
(4)  A person shall be treated as being adjudged guilty of 3 or more offences in relation to any such relevant requirements of this Act for the purpose of subsection (3) if he is convicted of any 3 or more offences by virtue of any contravention of, or failure to comply with, any such requirements (whether on his own part or on the part of any company).
(5)  For the purpose of this section, a conviction for an offence under section 154(2)(a) shall not be treated as an offence in relation to a relevant requirement of this Act.
(6)  Where a person has had a third or subsequent order made against him under section 13 or 399 and by virtue of the operation of this section that person is disqualified from being a director or promoter of or from being in any way directly or indirectly concerned or taking part in the management of a company, nothing in this section shall be construed as preventing that person from complying with the order of the Court and for this purpose he shall be deemed to have the same status, powers and duties as he had at the time the act, matter or thing should have been done.
(7)  For the purpose of this section, a certificate of the Registrar stating that a person has been adjudged guilty of 3 or more offences or has had made against him 3 or more orders under section 13 or 399 in relation to the requirements of this Act shall in all courts be received as prima facie evidence of the facts stated therein.
(8)  No account shall be taken for the purposes of this section of any offence which was committed or, in the case of a continuing offence, began before 15th May 1984.
[S 205/84]
(9)  A person intending to apply for leave of the Court under this section shall give to the Minister not less than 14 days’ notice of his intention so to apply.
(10)  On the hearing of any application under this section, the Minister may be represented and may oppose the granting of the application.
(11)  In this section, company includes an unregistered company within the meaning of section 350(1).
Disqualification under Limited Liability Partnerships Act 2005
155A.  A person who is subject to a disqualification or disqualification order under section 34, 35 or 36 of the Limited Liability Partnerships Act 2005 (Act 5 of 2005) shall not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, a corporation during the period of the disqualification or disqualification order.
[5/2005]
Disclosure of interests in transactions, property, offices, etc.
156.
—(1)  Subject to this section, every director of a company who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company shall as soon as practicable after the relevant facts have come to his knowledge declare the nature of his interest at a meeting of the directors of the company.
[8/2003]
(2)  The requirements of subsection (1) shall not apply in any case where the interest of the director consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction with the first-mentioned company if the interest of the director may properly be regarded as not being a material interest.
[8/2003]
(3)  A director of a company shall not be deemed to be interested or to have been at any time interested in any transaction or proposed transaction by reason only —
(a)
in a case where the transaction or proposed transaction relates to any loan to the company — that he has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or
(b)
in a case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of a corporation which by virtue of section 6 is deemed to be related to the company — that he is a director of that corporation,
and this subsection shall have effect not only for the purposes of this Act but also for the purposes of any other law, but shall not affect the operation of any provision in the articles of the company.
[8/2003]
(4)  For the purposes of subsection (1), a general notice given to the directors of a company by a director to the effect that he is an officer or member of a specified corporation or a member of a specified firm or a partner or officer of a specified limited liability partnership and is to be regarded as interested in any transaction which may, after the date of the notice, be made with that corporation, firm or limited liability partnership shall be deemed to be a sufficient declaration of interest in relation to any transaction so made if —
(a)
it specifies the nature and extent of his interest in the specified corporation, firm or limited liability partnership;
(b)
his interest is not different in nature or greater in extent than the nature and extent so specified in the general notice at the time any transaction is so made; and
(c)
it is given at a meeting of the directors or the director takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given.
[5/2005]
(5)  Every director of a company who holds any office or possesses any property whereby whether directly or indirectly duties or interests might be created in conflict with his duties or interests as director shall declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict.
(6)  The declaration shall be made at the first meeting of the directors held —
(a)
after he becomes a director; or
(b)
(if already a director) after he commenced to hold the office or to possess the property,
as the case requires.
(7)  The secretary of the company shall record every declaration under this section in the minutes of the meeting at which it was made.
(8)  For the purposes of this section, an interest of a member of a director’s family shall be treated as an interest of the director and the words “member of a director’s family” shall include his spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.
[10/74; 8/2003]
(9)  Subject to subsection (3), this section shall be in addition to and not in derogation of the operation of any rule of law or any provision in the articles restricting a director from having any interest in transactions with the company or from holding offices or possessing properties involving duties or interests in conflict with his duties or interests as a director.
[8/2003]
(10)  Any director of a company who fails to comply with any of the provisions of this section 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.
[15/84]
[UK, 1948, s. 199; Aust., 1961, s. 123]
As to the duty and liability of officers
157.
—(1)  A director shall at all times act honestly and use reasonable diligence in the discharge of the duties of his office.
(2)  An officer or agent of a company shall not make improper use of any information acquired by virtue of his position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or for any other person or to cause detriment to the company.
[62/70]
(3)  An officer or agent who commits a breach of any of the provisions of this section shall be —
(a)
liable to the company for any profit made by him or for any damage suffered by the company as a result of the breach of any of those provisions; and
(b)
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.
[15/84]
(4)  This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.
(5)  In this section —
“officer” includes a person who at any time has been an officer of the company;
“agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.
[Aust., 1961, s. 124]
Powers of directors
157A.
—(1)  The business of a company shall be managed by or under the direction of the directors.
[8/2003]
(2)  The directors may exercise all the powers of a company except any power that this Act or the memorandum and articles of the company require the company to exercise in general meeting.
[8/2003]
[Aust., 2002, s. 198A]
Director declarations where company has one director
157B.  Where a company only has one director, that director may make a declaration required or authorised to be made under this Act by recording the declaration and signing the record; and such recording and signing of the declaration satisfies any requirement in this Act that the declaration be made at a meeting of the directors.
[5/2004]
[Aust., 2001, s. 248B]
Use of information and advice
157C.
—(1)  Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:
(a)
an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;
(b)
a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence;
(c)
any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee’s designated authority.
[5/2004]
(2)  Subsection (1) shall apply to a director only if the director —
(a)
acts in good faith;
(b)
makes proper inquiry where the need for inquiry is indicated by the circumstances; and
(c)
has no knowledge that such reliance is unwarranted.
[5/2004]
[NZ, 1993, s. 138 (originally s. 107B of the New Zealand draft legislation as reflected in the NZ Law Commission 1989 Report)]
Disclosure of company information by certain directors
158.
—(1)  A director of a company may disclose information which he has in his capacity as a director or an employee of a company, being information that would not otherwise be available to him, to the persons specified in subsection (2) if the conditions specified in subsection (3) are met.
[8/2003]
(2)  The information referred to in subsection (1) may be disclosed to —
(a)
a person whose interests the director represents; or
(b)
a person in accordance with whose directions or instructions the director may be required or is accustomed to act in relation to the director’s powers and duties.
[8/2003]
(3)  The conditions referred to in subsection (1) are —
(a)
the director declares at a meeting of the directors of the company the name and office or position held by the person to whom the information is to be disclosed and the particulars of such information;
(b)
the director is first authorised by the board of directors to make the disclosure; and
(c)
the disclosure will not be likely to prejudice the company.
[8/2003]
(4)  The matters declared by a director under subsection (3)(a) shall be recorded in the minutes of the meeting of the directors.
[8/2003]
[NZ, 1993, s. 145]
Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council
159.  The matters to which the directors of a company are entitled to have regard in exercising their powers shall include —
(a)
the interests of the company’s employees generally, as well as the interests of its members; and
(b)
the rulings of the Securities Industry Council on the interpretation of the principles and rules of and the practice to be followed under the Singapore Code on Take-overs and Mergers.
[10/74]
Approval of company required for disposal by directors of company’s undertaking or property
160.
—(1)  Notwithstanding anything in a company’s memorandum or articles, the directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by the company in general meeting.
[10/74]
(2)  The Court may, on the application of any member of the company, restrain the directors from entering into a transaction in contravention of subsection (1).
(3)  A transaction entered into in contravention of subsection (1) shall, in favour of any person dealing with the company for valuable consideration and without actual notice of the contravention, be as valid as if that subsection had been complied with.
(4)  This section shall not apply to proposals for disposing of the whole or substantially the whole of the company’s undertaking or property made by a receiver and manager of any part of the undertaking or property of the company appointed under a power contained in any instrument or a liquidator of a company appointed in a voluntary winding up.
Substantial property transactions
160A.  [Repealed by Act 38 of 1998]
Exceptions from section 160A
160B.  [Repealed by Act 38 of 1998]
Liability arising from contravention of section 160A
160C.  [Repealed by Act 38 of 1998]
Interpretation
160D.  [Repealed by Act 38 of 1998]
Approval of company required for issue of shares by directors
161.
—(1)  Notwithstanding anything in a company’s memorandum or articles, the directors shall not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares.
[10/74; 15/84]
(2)  Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions.
(3)  Any approval for the purposes of this section shall continue in force until —
(a)
the conclusion of the annual general meeting commencing next after the date on which the approval was given; or
(b)
the expiration of the period within which the next annual general meeting after that date is required by law to be held,
whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting.
(4)  The directors may issue shares notwithstanding that an approval for the purposes of this section has ceased to be in force if the shares are issued in pursuance of an offer, agreement or option made or granted by them while the approval was in force and they were authorised by the approval to make or grant an offer, agreement or option which would or might require shares to be issued after the expiration of the approval.
(5)  Section 186 shall apply to any resolution whereby an approval is given for the purposes of this section.
(6)  Any issue of shares made by a company in contravention of this section shall be void and consideration given for the shares shall be recoverable accordingly.
(7)  Any director who knowingly contravenes, or permits or authorises the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but no proceedings to recover any such loss, damages or costs shall be commenced after the expiration of 2 years from the date of the issue.
Loans to directors
162.
—(1)  A company (other than an exempt private company) shall not make a loan to a director of the company or of a company which by virtue of section 6 is deemed to be related to that company, or enter into any guarantee or provide any security in connection with a loan made to such a director by any other person but nothing in this section shall apply —
(a)
subject to subsection (2), to anything done to provide such a director with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform his duties as an officer of the company;
(b)
to provide a loan to such a director who is engaged in the full-time employment of the company or of a corporation that is deemed to be related to the company, as the case may be, for the purpose of purchasing or otherwise acquiring a home occupied or to be occupied by the director, except that not more than one such loan may be outstanding from the director at any time;
(c)
to any loan made to such a director who is engaged in the full-time employment of the company or of a corporation that is deemed to be related to that company, as the case may be, where the company has at a general meeting approved of a scheme for the making of loans to employees of the company and the loan is in accordance with that scheme; or
(d)
to any loan made to such director in the ordinary course of business of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons if 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.
[8/2003]
(2)  Subsection (1)(a) or (b) shall not authorise the making of any loan, or the entering into any guarantee, or the provision of any security except —
(a)
with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount of the loan or the extent of the guarantee or security, as the case may be, are disclosed; or
(b)
on condition that, if the approval of the company is not given as aforesaid at or before the next following annual general meeting, the loan shall be repaid or the liability under the guarantee or security shall be discharged, as the case may be, within 6 months from the conclusion of that meeting.
(3)  Where the approval of the company is not given as required by any such condition the directors authorising the making of the loan or the entering into the guarantee or the provision of the security shall be jointly and severally liable to indemnify the company against any loss arising therefrom.
(4)  Where a company contravenes this section any director who authorises the making of any loan, the entering into of any guarantee or the providing of any security contrary to this section 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.
[15/84]
(5)  Nothing in this section shall operate to prevent the company from recovering the amount of any loan or amount for which it becomes liable under any guarantee entered into or in respect of any security given contrary to this section.
(6)  For the purpose of subsection (1), a reference to a director therein includes a reference to the director’s spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.
[15/84]
[UK, 1948, s. 190; Aust., 1961, s. 125]
Prohibition of loans to persons connected with directors of lending company
163.
—(1)  Subject to this section, it shall not be lawful for a company (other than an exempt private company) —
(a)
to make a loan to another company; or
(b)
to enter into any guarantee or provide any security in connection with a loan made to another company by a person other than the first-mentioned company,
if a director or directors of the first-mentioned company is or together are interested in 20% or more of the total number of equity shares in the other company (excluding treasury shares).
[10/74; 15/84; 13/87; 21/2005]
(2)  Subsection (1) shall extend to apply to a loan, guarantee or security in connection with a loan made by a company (other than an exempt private company) to another company where such other company is incorporated outside Singapore, if a director or directors of the first-mentioned company —
(a)
is or together are interested in 20% or more of the total number of equity shares in the other company (excluding treasury shares); or
(b)
in a case where the other company does not have a share capital, exercises or together exercise control over the other company whether by reason of having the power to appoint directors or otherwise.
[15/84; 13/87; 21/2005]
(3)  For the purposes of this section —
(a)
where a company makes a loan to another company or gives a guarantee or provides security in connection with a loan made to another company, a director or directors of the first-mentioned company shall not be taken to have an interest in shares in that other company by reason only that the first-mentioned company has an interest in shares in that other company and a director or directors have an interest in shares in the first-mentioned company; and
(b)
“interest in shares” has the meaning assigned to that expression in section 7.
[15/84]
(4)  This section shall not apply —
(a)
to anything done by a company where the other company (whether that company is incorporated in Singapore or otherwise) is its subsidiary or holding company or a subsidiary of its holding company; or
(b)
to a company, whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business if 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.
[15/84; 13/87]
(5)  For the purposes of this section, an interest of a member of a director’s family shall be treated as the interest of the director and the words “member of a director’s family” shall include his spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.
[15/84]
(6)  Nothing in this section shall operate to prevent the recovery of any loan or the enforcement of any guarantee or security whether made or given by the company or any other person.
[15/84]
(7)  Where a company contravenes this section, any director who authorises the making of any loan, the entering into of any guarantee or the providing of any security contrary to this section 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.
[15/84]
Register of director’s shareholdings
164.
—(1)  A company shall keep a register showing with respect to each director of the company particulars of —
(a)
shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he has an interest and the nature and extent of that interest;
(b)
debentures of or participatory interests made available by the company or a related corporation which are held by the director or in which he has an interest and the nature and extent of that interest;
(c)
rights or options of the director or of the director and another person or other persons in respect of the acquisition or disposal of shares in the company or a related corporation; and
(d)
contracts to which the director is a party or under which he is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company or in a related corporation.
[49/73]
(2)  A company need not show, in its register with respect to a director, particulars of shares in a related corporation that is a wholly-owned subsidiary of the company or of another corporation.
[49/73]
(3)  A company that is a wholly-owned subsidiary of another company shall be deemed to have complied with this section in relation to a director who is a director of that other company if the particulars required by this section to be shown in the register of the first-mentioned company with respect to the director are shown in the register of the second-mentioned company.
[49/73]
(4)  For the purposes of subsections (2) and (3), a company is a wholly-owned subsidiary of another company if none of the members of the first-mentioned company is a person other than —
(a)
the second-mentioned company;
(b)
a nominee of the second-mentioned company;
(c)
a subsidiary of the second-mentioned company being a subsidiary none of the members of which is a person other than the second-mentioned company or a nominee of the second-mentioned company; or
(d)
a nominee of such a subsidiary.
[49/73]
(5)  A company shall, within 3 days after receiving notice from a director under section 165(1)(a) of this Act or section 133(1)(a), (b), (c), (d) or (e) of the Securities and Futures Act (Cap. 289), enter in its register in relation to the director the particulars referred to in subsection (1) including the number and description of shares, debentures, participatory interests, rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests, rights or options acquired or contracts entered into after he became a director —
(a)
the price or other consideration for the transaction, if any, by reason of which an entry is required to be made under this section; and
(b)
the date of —
(i)
the agreement for the transaction or, if it is later, the completion of the transaction; or
(ii)
where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.
[49/73]
[2/2009 wef 19/11/2012]
(6)  A company shall, within 3 days after receiving a notice from a director under section 165(1)(b) of this Act or section 133(1)(g) (in respect of a change in the particulars of any matter referred to in section 133(1)(a) to (e)) of the Securities and Futures Act, enter in its register the particulars of the change referred to in the notice.
[49/73]
[2/2009 wef 19/11/2012]
(7)  A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of or participatory interest made available by the company.
[49/73]
(8)  A company shall, subject to this section, keep its register at the registered office of the company and the register 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 $3 or such lesser sum as the company requires.
[49/73]
(9)  A person may request a company to furnish him with a copy of its register or any part thereof 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 21 days or such longer period as the Registrar thinks fit after the day on which the request is received by the company.
[49/73]
(10)  The Registrar may by notice in writing require a company to send to him within such time as may be specified in the notice a copy of its register or any part thereof.
[49/73]
(11)  A company shall produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.
[49/73]
(12)  It is a defence to a prosecution for failing to comply with subsection (1) or (5) in respect of particulars relating to a director if the defendant proves that the failure was due to the failure of the director to comply with section 165 of this Act or (as the case may be) section 133 of the Securities and Futures Act (Cap. 289) with respect to those particulars.
[49/73]
[2/2009 wef 19/11/2012]
(13)  In this section —
(a)
a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act (Cap. 289); and
(b)
a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest.
[49/73; 42/2001]
(14)  In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share shall be read as a reference to a debenture or participatory interest.
[49/73]
(15)  For the purposes of the application of this section —
(a)
a director of a company shall be deemed to hold or have an interest or a right in or over any shares or debentures if a wife or husband of the director (not being herself or himself a director thereof) holds or has an interest or a right in or over any shares or debentures or an infant son or infant daughter of that director (not being himself or herself a director) holds or has an interest in shares or debentures; and
(b)
any contract, assignment or right of subscription exercised or made by or grant made to the wife or husband of a director of a company (not being herself or himself a director thereof) shall be deemed to have been entered into or exercised or made or, as the case may be, as having been made to the director; and so shall a contract, assignment or right of subscription entered into, exercised or made by or grant made to an infant son or infant daughter of a director of a company (not being himself or herself a director thereof).
[49/73]
(16)  In subsection (15), “son” includes step-son and adopted son and “daughter” includes step-daughter and adopted daughter.
[49/73]
(17)  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 $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.
[49/73; 15/84]
[Aust., 1961, s. 126]
Power to require disclosure of directors’ emoluments
164A.
—(1)  If a company is served with a notice sent by or on behalf of —
(a)
at least 10% of the total number of members of the company (excluding the company itself if it is registered as a member); or
(b)
a member or members with at least 5% of the total number of issued shares of the company (excluding treasury shares),
requiring the emoluments and other benefits received by the directors of the company or of a subsidiary to be disclosed, the company shall —
(c)
within 14 days or such longer period as the Registrar may allow, prepare or cause to be prepared and cause to be audited a statement showing the total amount of emoluments and other benefits paid to or received by each of the directors of the company and each director of a subsidiary; including any amount paid by way of salary, for the financial year immediately preceding the service of the notice;
(d)
when the statement referred to in paragraph (c) has been audited, within 14 days send a copy of the statement to all persons entitled to receive notice of general meetings of the company; and
(e)
lay the statement before the next general meeting of the company held after the statement is audited.
[13/87; 21/2005]
(2)  If default is made in complying with this section, the company and every director of the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.
[Aust., 1961, s. 131]
General duty to make disclosure
165.
—(1)  A director of a company shall give notice in writing to the company —
(a)
of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary for the purposes of compliance by the first-mentioned company with section 164;
(b)
of particulars of any change in respect of the particulars referred to in paragraph (a) of which notice has been given to the company including the consideration, if any, received as a result of the event giving rise to the change;
(c)
of such events and matters affecting or relating to himself as are necessary for the purposes of compliance by the company with section 173 that are applicable in relation to him; and
(d)
if he is a director of a public company or of a subsidiary of a public company of the date when he attained or will have attained the age of 70 years.
[49/73]
(2)  A notice under subsection (1) shall be given —
(a)
in the case of a notice under subsection (1)(a), within 2 business days after —
(i)
the date on which the director became a director; or
(ii)
the date on which the director became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts,
whichever last occurs;
(b)
in the case of a notice under subsection (1)(b), within 2 business days after the occurrence of the event giving rise to the change referred to in that paragraph; and
(c)
in the case of a notice under subsection (1)(d), within 2 business days after the date on which the director became a director.
[49/73; 13/87; 8/2003]
(3)  A company shall, within 7 days after it receives a notice given under subsection (1), send a copy of the notice to each of the other directors of the company.
[49/73]
(4)  It is a defence to a prosecution for failing to comply with subsection (1)(a) or (b) or with subsection (2) 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 information or summons; or
(b)
he became so aware less than 7 days before the date of the summons.
[49/73; 15/84]
(5)  For the purposes of subsection (4), a person shall conclusively be presumed to have been aware at a particular time of a fact or occurrence —
(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 in or a debenture of or participatory interest issued by 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.
[49/73]
(6)  In this section —
(a)
a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act (Cap. 289); and
(b)
a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest.
[49/73; 42/2001]
(7)  In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share shall be read as a reference to a debenture or participatory interest.
[49/73]
(8)  Nothing in section 164 or this section requires a company to enter in its register or requires a director to give notice to the company of matters that are shown in the register kept by the company in accordance with the repealed section 134* as in force immediately before 5th October 1973.
*  Section 134 of the Companies Act (1970 Ed. (Cap. 185)).
[49/73]
(9)  Any director who fails to comply with subsection (1) or (2) or any company that fails to comply with subsection (3) 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 and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.
[49/73; 15/84]
[Aust., 1961, s. 127]
(10)  Subsection (1)(a) and (b) shall not apply to a person —
(a)
who is a director of a company all or any of the shares of which are listed for quotation on the official list of a securities exchange as defined in the Securities and Futures Act; and
(b)
who is required to make disclosure of the matters referred to in subsection (1)(a) and (b) of this section under section 133 of that Act.
[2/2009 wef 19/11/2012]
Duty of director to notify stock exchange of acquisition, etc., of its securities
166.  [Repealed by Act 2 of 2009 wef 19/11/2012]
Prohibition of tax-free payments to directors
167.  [Repealed by Act 13 of 1987]
Payments to director for loss of office, etc.
168.
—(1)  It shall not be lawful —
(a)
for a company to make to any director any payment by way of compensation for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection with his retirement from any such office; or
(b)
for any payment to be made to any director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company,
unless particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company and the proposal has been approved by the company in general meeting and when any such payment has been unlawfully made the amount received by the director shall be deemed to have been received by him in trust for the company.
(2)  Where such a payment is to be made to a director in connection with the transfer to any person, as a result of an offer made to shareholders, of all or any of the shares in the company, that director shall take all reasonable steps to secure that particulars with respect to the proposed payment, including the amount thereof, shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders, unless those particulars are furnished to the shareholders by virtue of any requirement of law relating to take-over offers or any requirement of the Take-over Code referred to in section 139 of the Securities and Futures Act (Cap. 289).
[42/2001]
(3)  A director who fails to comply with subsection (2) and a person who has been properly required by a director to include in or send with any notice under this section the particulars required by that subsection and who fails to do so shall be guilty of an offence, and if the requirements of that subsection are not complied with any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any person who has sold his shares as a result of the offer made.
(4)  If in connection with any such transfer the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares or any valuable consideration is given to any such director, the excess or the money value of the consideration, as the case may be, shall for the purposes of this section, be deemed to have been a payment made to him by way of compensation for loss of office or as consideration for or in connection with his retirement from office.
As to payments to directors
(5)  Any reference in this section to payments to any director of a company by way of compensation for loss of office or as consideration for or in connection with his retirement from office shall not include —
(a)
any payment under an agreement entered into before 1st January 1967;
(b)
any payment under an agreement particulars of which have been disclosed to and approved by special resolution of the company;
(c)
any bona fide payment by way of damages for breach of contract;
(d)
any bona fide payment by way of pension or lump sum payment in respect of past services, including any superannuation or retiring allowance, superannuation gratuity or similar payment, where the value or amount of the pension or payment, except in so far as it is attributable to contributions made by the director, does not exceed the total emoluments of the director in the 3 years immediately preceding his retirement or death; or
(e)
any payment to a director pursuant to an agreement made between the company and him before he became a director of the company as the consideration or part of the consideration for the director agreeing to serve the company as a director.
(6)  This section shall be in addition to and not in derogation of any rule of law requiring disclosure to be made with respect to any such payments or any other like payment.
(7)  In this section, “director” includes any person who has at any time been a director of the company or of a corporation which is by virtue of section 6 deemed to be related to the company.
[UK, 1948, ss. 191-194; Aust., 1961, s. 129]
Provision and improvement of director’s emoluments
169.
—(1)  A company shall not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach of this section shall be void.
[10/74; 13/87]
(2)  In this section, “emoluments” in relation to a director includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are charged to income tax in Singapore, any contribution paid in respect of a director under any pension scheme and any benefits received by him otherwise than in cash in respect of his services as director.
Provisions as to assignment of office
170.
—(1)  If in the case of any public company provision is made by the articles or by any agreement entered into between any person and the company for empowering a director or manager of the company to assign his office as such to another person, any such assignment of office shall, notwithstanding anything in that provision, be of no effect until approved by a special resolution of the company.
(2)  This section shall not be construed so as to prevent the appointment by a director, if authorised by the articles and subject thereto, of an alternate or substitute director to act for or on behalf of the director during his inability for any time to act as director.
[UK, 1948, s. 204; Aust., 1961, s. 130]
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]
Provisions indemnifying directors or officers
172.
—(1)  Any provision, whether in the articles or in any contract with a company or otherwise, for exempting any officer or auditor of the company from, or indemnifying him against, any liability which by law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company, shall be void.
(2)  This section shall not prevent a company —
(a)
from purchasing and maintaining for any such officer insurance against any liability referred to in subsection (1); or
(b)
from indemnifying such officer or auditor against any liability incurred by him —
(i)
in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or in which he is acquitted; or
(ii)
in connection with any application under section 76A(13) or 391 or any other provision of this Act, in which relief is granted to him by the court.
[38/98; 8/2003]
[UK, 1948, s. 205; UK, 1985, s. 310 (3); Aust., 1961, s. 133]
Register of directors, managers, secretaries and auditors
173.
—(1)  Every company shall keep at its registered office a register of its directors, managers, secretaries and auditors.
[15/84; 13/87]
(2)  The register shall —
(a)
contain, with respect to each director, a signed copy of his consent to act as director under this Act together with a prescribed statement that he is not disqualified to act as a director;
(b)
specify his present full name, any former name, his usual residential address, his nationality and identification (if any); and
(c)
contain documentary evidence (if any) of any change in his name.
[12/2002; 8/2003]
(3)  Where a person is a director in one or more subsidiaries of the same holding company it shall be sufficient compliance with subsection (2) if it is disclosed that the person is the holder of one or more directorships in that group of companies and the group may be described by the name of the holding company with the addition of the word “Group”.
(4)  The register shall specify with respect to each manager, secretary and auditor his full name, identification and address.
[12/2002]
(4A)  The register shall contain a signed copy of the consent of the secretary of the company to act as the secretary.
[12/2002]
(5)  The register shall be open to the inspection of the Registrar and any member of the company without charge and of any other person on payment of $2, or such less sum as the company requires, for each inspection.
[12/2002]
(6)  The company shall lodge with the Registrar —
(a)
within one month after —
(i)
a person becomes, or ceases to be, a director of the company; or
(ii)
a person who is a director of the company becomes disqualified from acting as such by virtue of this Act or any other written law,
a return in the prescribed form notifying the Registrar of that fact and containing, with respect to that person, the particulars required to be specified in the register;
(b)
[Deleted by Act 12 of 2002]
(c)
within one month after a person becomes a manager, secretary or auditor of the company, a return in the prescribed form notifying the Registrar of that fact and specifying the full name and address of that person;
(d)
within one month after a person ceases to be a manager, secretary or auditor of the company, a return in the prescribed form notifying the Registrar of that fact;
(e)
[Deleted by Act 28 of 1994]
(f)
within one month of any change in the name, identification or nationality of any director, manager or secretary, a notice in the prescribed form notifying the Registrar of the new name, identification or nationality of that person.
[13/87; 12/2002]
(6A)  Any director of a company who becomes disqualified from acting as such by virtue of section 148 or 155 or who resigns from office may himself lodge with the Registrar the return referred to in subsection (6)(a) if he has reasonable cause to believe that the company will not lodge the return with the Registrar.
[12/2002]
(6B)  Where the Registrar has reasonable cause to believe that a director of a company is no longer qualified to act as such by virtue of section 148 or 155, he may, either upon lodgment of a return referred to in subsection (6)(a) or on his own initiative, remove the name and other particulars of the director from any register kept by the Registrar under section 12.
[12/2002]
(7)  Any director, manager or secretary of a company who has changed his residential address shall, within one month thereof —
(a)
notify the company of the change; and
(b)
subject to subsection (7A), lodge or cause to be lodged with the Registrar a notice in the prescribed form notifying the Registrar of his new residential address.
[28/94]
(7A)  Where any director, manager or secretary of a company has made a report of a change of his residential address under section 8 of the National Registration Act (Cap. 201), he shall be deemed to have notified the Registrar of the change in compliance with subsection (7)(b).
[28/94]
(7B)  If default is made by a company in complying with any of subsections (1) to (6), the company and every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
[28/94]
(7C)  If default is made by any director, manager or secretary of a company in complying with subsection (7), he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
[28/94]
(8)  A certificate of the Registrar stating that from any return lodged with the Registrar pursuant to this section it appears that at any time specified in the certificate any person was a director, manager, secretary or auditor of a specified company shall in all courts and by all persons having power to take evidence for the purposes of this Act, be received as prima facie evidence of the facts stated therein and, for the purposes of this subsection, a person who appears from any return so lodged to be a director, manager, secretary or auditor of a company shall be deemed to continue as such until by a subsequent return so lodged or by a notification of change in the prescribed form so lodged it appears that he has ceased to be or becomes disqualified to act as such a director, manager, secretary or auditor.
[15/84; 12/2002]
(9)  In this section —
“identification” means, in the case of any person issued with an identity card, the number of the identity card, in the case of a person not issued with an identity card, particulars of the passport or such other similar evidence of identification as is available, if any;
“director” includes an alternate, substitute or local director.
[UK, 1948, s. 200; Aust., 1961, s. 134]
Division 3 — Meetings and proceedings
Interpretation of this Division
173A.  [Repealed by Act 5 of 2004]
Statutory meeting and statutory report
174.
—(1)  Every public company that is a limited company and has a share capital shall, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the “statutory meeting”.
(2)  The directors shall at least 7 days before the day on which the meeting is to be held forward a report to be called the “statutory report” to every member of the company.
(3)  The statutory report shall be certified by not less than 2 directors of the company and shall state —
(a)
the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted;
(b)
the total amount of cash received by the company in respect of all the shares allotted and so distinguished;
(c)
an abstract of the receipts of the company and of the payments made thereout up to a date within 7 days of the date of the report exhibiting under distinctive headings the receipts from shares and debentures and other sources the payments made thereout and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses;
(d)
the names and addresses and descriptions of the directors, trustees for holders of debentures, if any, auditors, if any, managers, if any, and secretaries of the company; and
(e)
the particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification.
(4)  The statutory report shall, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors, if any.
(5)  The directors shall cause a copy of the statutory report and the auditor’s report, if any, to be lodged with the Registrar at least 7 days before the date of the statutory meeting.
(6)  The directors shall cause a list showing the names and addresses of the members and the number of shares held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to any member during the continuance of the meeting.
(7)  The members present at the meeting shall be at liberty to discuss any matter relating to the formation of the company or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the articles may be passed.
(8)  The meeting may adjourn from time to time and at any adjourned meeting any resolution of which notice has been given in accordance with the articles either before or subsequently to the former meeting may be passed and the adjourned meeting shall have the same powers as an original meeting.
(9)  The meeting may by ordinary resolution appoint a committee or committees of inquiry, and at any adjourned meeting a special resolution may be passed that the company be wound up if, notwithstanding any other provision of this Act, at least 7 days’ notice of intention to propose the resolution has been given to every member of the company.
(10)  In the event of any default in complying with this section every officer of the company who is in default and every director of the company who fails to take all reasonable steps to secure compliance with this section 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]
[UK, 1948, s. 130; Aust., 1961, s. 135]
Annual general meeting
175.
—(1)  A general meeting of every company to be called the “annual general meeting” shall in addition to any other meeting be held once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting, but so long as a company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.
[13/87]
(2)  Notwithstanding subsection (1), the Registrar, on the application of the company, may, if for any special reason he thinks fit to do so, extend the period of 15 months or 18 months referred to in that subsection, notwithstanding that such period is so extended beyond the calendar year.
(3)  Subject to notice being given to all persons entitled to receive notice of the meeting, a general meeting may be held at any time and the company may resolve that any meeting held or summoned to be held shall be the annual general meeting of the company.
(4)  If default is made in holding an annual general meeting —
(a)
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 also to a default penalty; and
(b)
the Court may on the application of any member order a general meeting to be called.
[UK, 1948, s. 131; Aust., 1961, s. 136]
Private company may dispense with annual general meetings
175A.
—(1)  A private company may, by resolution passed in accordance with subsection (2), dispense with the holding of annual general meetings.
[8/2003]
(2)  Notwithstanding any other provision of this Act, a resolution referred to in subsection (1) shall only be treated as passed at a general meeting if it has been passed by all of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at the meeting.
[8/2003]
(3)  A resolution under subsection (1) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.
[8/2003]
(4)  In any year in which an annual general meeting would be required to be held but for this section, and in which no such meeting has been held, any member of the company may, by notice to the company not later than 3 months before the end of the year, require the holding of an annual general meeting in that year.
[8/2003]
(5)  The power of a member under subsection (4) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement.
[8/2003]
(6)  If such a notice is given or electronic communication is transmitted, section 175(1) and (4) shall apply with respect to the calling of the meeting and the consequences of default.
[8/2003]
(7)  A resolution referred to in subsection (1) shall cease to be in force if the company is converted to a public company.
[8/2003]
(8)  If the resolution referred to in subsection (1) ceases to be in force, the company shall not be obliged under section 175 to hold an annual general meeting in that year if, at the time the resolution ceases to have effect, less than 3 months of the year remains.
[8/2003]
(9)  Subsection (8) does not affect any obligation of the company to hold an annual general meeting in that year in pursuance of a notice given under subsection (4) or an electronic communication transmitted under subsection (5).
[8/2003]
(10)  Unless the contrary intention appears —
(a)
a reference in any provision of this Act to the doing of anything at an annual general meeting shall, in the case of a company that has dispensed with holding an annual general meeting in accordance with this section, be read as a reference to the doing of that thing by way of a resolution by written means under section 184A; and
(b)
a reference in any provision of this Act to the date or conclusion of an annual general meeting of a company that has dispensed with holding an annual general meeting in accordance with this section shall, unless the meeting is held, be read as a reference to the date of expiry of the period within which the meeting is required by law to be held.
[8/2003]
(11)  In this section, an address of a person includes any number or address used for electronic communication.
[5/2004]
[UK, 1985, s. 366A]
Convening of extraordinary general meeting on requisition
176.
—(1)  The directors of a company, notwithstanding anything in its articles, shall, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of such of the paid-up capital as at the date of the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of members representing not less than 10% of the total voting rights of all members having at that date a right to vote at general meetings, immediately proceed duly to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the receipt by the company of the requisition.
(1A)  For the purposes of subsection (1), any of the company’s paid-up capital held as treasury shares shall be disregarded.
[21/2005]
(2)  The requisition shall state the objects of the meeting and shall be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists.
(3)  If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a meeting the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may themselves, in the same manner as nearly as possible as that in which meetings are to be convened by directors convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from that date.
(4)  Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting shall be paid to the requisitionists by the company, and any sum so paid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.
(5)  A meeting at which a special resolution is to be proposed shall be deemed not to be duly convened by the directors if they do not give such notice thereof as is required by this Act in the case of special resolutions.
[UK, 1948, s. 132; UK, Treasury Shares, Sch., para. 19; Aust., 1961, s. 137]
Calling of meetings
177.
—(1)  Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the articles may call a meeting of the company.
[21/2005]
(2)  A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, shall be called by notice in writing of not less than 14 days or such longer period as is provided in the articles.
(3)  A meeting shall, notwithstanding that it is called by notice shorter than is required by subsection (2), be deemed to be duly called if it is so agreed —
(a)
in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; or
(b)
in the case of any other meeting, by a majority in number of the members having a right to attend and vote thereat, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting.
[21/2005]
(4)  So far as the articles do not make other provision in that behalf notice of every meeting shall be served on every member having a right to attend and vote thereat in the manner in which notices are required to be served by Table A.
(5)  [Deleted by Act 40 of 1989]
[UK, 1948, ss. 133, 134; Aust., 1961, s. 138]
Articles as to right to demand a poll
178.
—(1)  Any provision in a company’s articles shall be void in so far as it would have the effect —
(a)
of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairman of the meeting or the adjournment of the meeting;
(b)
of making ineffective a demand for a poll on any question or matter other than the election of the chairman of the meeting or the adjournment of the meeting that is made —
(i)
by not less than 5 members having the right to vote at the meeting;
(ii)
by a member or members representing not less than 10% of the total voting rights of all the members having the right to vote at the meeting; or
(iii)
by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right; or
(c)
of requiring the instrument appointing a proxy or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy to be received by the company or any other person more than 48 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.
(2)  The instrument appointing a proxy to vote at a meeting of a company shall be deemed to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a member of the company shall be deemed to be the same as a demand by the member.
(3)  A person entitled to vote on a poll at a meeting shall be deemed to be a person entitled to vote for the purposes of this Act.
[UK, 1948, s. 137; Aust., 1961, s. 139]
Quorum, chairman, voting, etc., at meetings
179.
—(1)  So far as the articles do not make other provision in that behalf and subject to section 64 —
(a)
2 members of the company personally present shall form a quorum;
(b)
any member elected by the members present at a meeting may be chairman thereof;
(c)
in the case of a company having a share capital —
(i)
on a show of hands, each member who is personally present and entitled to vote shall have one vote; and
(ii)
on a poll, each member shall have one vote in respect of each share held by him and where all or part of the share capital consists of stock or units of stock each member shall have one vote in respect of the stock or units of stock held by him which is or are or were originally equivalent to one share; and
(d)
in the case of a company not having a share capital every member shall have one vote.
(2)  On a poll taken at a meeting a person entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
(3)  A corporation may by resolution of its directors or other governing body —
(a)
if it is a member of a company, authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the company or of any class of members; or
(b)
if it is a creditor, including a holder of debentures, of a company, authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of any creditors of the company,
and a person so authorised shall, in accordance with his authority and until his authority is revoked by the corporation, be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company.
(4)  Where —
(a)
a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and
(b)
the person is not otherwise entitled to be present at the meeting,
the corporation shall, for the purposes of subsection (1), be deemed to be personally present at the meeting.
(5)  Subject to section 41(8) and (9), a certificate under the seal of the corporation shall be prima facie evidence of the appointment or of the revocation of the appointment, as the case may be, of a representative pursuant to subsection (3).
[13/87]
(6)  Where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary and a minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any act, matter, or thing, or any ordinary or special resolution, required by this Act or by the memorandum or articles of the subsidiary to be made, performed, or passed by or at an ordinary general meeting or an extraordinary general meeting of the subsidiary has been made, performed, or passed, that act, matter, thing, or resolution shall, for all purposes, be deemed to have been duly made, performed, or passed by or at an ordinary general meeting, or as the case requires, by or at an extraordinary general meeting of the subsidiary.
(7)  Where by or under any provision of this Act any notice, copy of a resolution or other document relating to any matter is required to be lodged by a company with the Registrar, and a minute referred to in subsection (6) is signed by the representative in pursuance of that subsection and the minute relates to such a matter the company shall within one month after the signing of the minute lodge a copy thereof with the Registrar.
(8)  For the purposes of this section, any reference to a member of a company does not include the company itself where it is such a member by virtue of its holding shares as treasury shares.
[21/2005]
[UK, 1948, s. 139; Aust., 1961, s. 140]
As to member’s rights at meetings
180.
—(1)  Subject to subsection (2), every member shall, notwithstanding any provision in the memorandum or articles, have a right to attend any general meeting of the company and to speak and vote on any resolution before the meeting except that the company’s articles may provide that a member shall not be entitled to vote unless all calls or other sums personally payable by him in respect of shares in the company have been paid.
(2)  Notwithstanding subsection (1), the articles may provide that holders of preference shares shall not have the right to vote at a general meeting of the company except that any preference shares issued after 15th August 1984 shall carry the right to attend any general meeting and in a poll thereat to at least one vote in respect of each such share held —
(a)
during such period as the preferential dividend or any part thereof remains in arrear and unpaid, such period starting from a date not more than 12 months, or such lesser period as the articles may provide, after the due date of the dividend;
(b)
upon any resolution which varies the rights attached to such shares; or
(c)
upon any resolution for the winding up of the company.
[15/84; S 205/84]
(3)  For the purposes of subsection (2), a dividend shall be deemed to be due on the date appointed in the articles for the payment of the dividend for any year or other period, or if no such date is appointed, upon the day immediately following the expiration of the year or other period and whether or not such dividend shall have been earned or declared.
Proxies
181.
—(1)  A member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, shall be entitled to appoint another person or persons, whether a member or not, as his proxy to attend and vote instead of the member at the meeting and a proxy appointed to attend and vote instead of a member shall also have the same right as the member to speak at the meeting, but unless the articles otherwise provide —
(a)
a proxy shall not be entitled to vote except on a poll;
(b)
a member shall not be entitled to appoint more than 2 proxies to attend and vote at the same meeting; and
(c)
where a member appoints 2 proxies the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
(2)  In every notice calling a meeting of a company or a meeting of any class of members of a company there shall appear with reasonable prominence a statement as to the rights of the member to appoint proxies to attend and vote instead of the member, and that a proxy need not also be a member; and if default is made in complying with this subsection as respects any meeting, every officer of the company who is in default shall be guilty of an offence.
(3)  Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued at the company’s expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]
(4)  No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at his request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
(5)  Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued or circulated shall be guilty of an offence unless the invitation is accompanied by a form of proxy which shall entitle the member to direct the proxy to vote either for or against the resolution.
[UK, 1948, s. 136; Aust., 1961, s. 141]
Power of Court to order meeting
182.  If for any reason it is impracticable to call a meeting in any manner in which meetings may be called or to conduct the meeting in the manner prescribed by the articles or this Act, the Court may, either of its own motion or on the application of any director or of any member who would be entitled to vote at the meeting or of the personal representative of any such member, order a meeting to be called, held and conducted in such manner as the Court thinks fit, and may give such ancillary or consequential directions as it thinks expedient, including a direction that one member present in person or by proxy shall be deemed to constitute a meeting or that the personal representative of any deceased member may exercise all or any of the powers that the deceased member could have exercised if he were present at the meeting.
[UK, 1948, s. 135; Aust., 1961, s. 142]
Circulation of members’ resolutions, etc.
183.
—(1)  Subject to this section, a company shall on the requisition of such number of members of the company as is specified in subsection (2) and, unless the company otherwise resolves, at the expense of the requisitionists —
(a)
give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting or (if the resolution is proposed to be passed by written means under section 184A) for which agreement is sought; and
(b)
circulate to members entitled to have notice of any general meeting sent to them any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.
[8/2003]
(2)  The number of members necessary for a requisition under subsection (1) shall be —
(a)
any number of members representing not less than 5% of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
(b)
not less than 100 members holding shares in the company on which there has been paid up an average sum, per member, of not less than $500.
(3)  Subject to subsection (3A), notice of a resolution referred to in subsection (1) shall be given, and any statement so referred to shall be circulated, to members of the company entitled to have notice of the meeting sent to them by serving on each member, in any manner permitted for service of the notice of the meeting, a copy of the resolution and statement.
[8/2003]
(3A)  Where the resolution is proposed to be passed by written means under section 184A, the notice of the resolution and statement shall be given and circulated to members of the company entitled to have notice of the meeting sent to them by serving on each member —
(a)
a copy of the resolution and statement; and
(b)
a notification that formal agreement to the resolution is being sought under section 184A.
[8/2003; 5/2004]
(3B)  Notice of the resolution shall be given to any other member of the company by serving on him notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the company.
[8/2003]
(3C)  Except where the resolution is proposed to be passed by written means under section 184A, the copy of the resolution referred to in subsection (3) shall be served, or notice of the general effect of the resolution referred to in subsection (3B) shall be given, as the case may be, in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter.
[8/2003]
(4)  Subject to subsection (4A), a company shall not be bound under this section to give notice of any resolution or to circulate any statement unless —
(a)
a copy of the requisition signed by the requisitionists, or 2 or more copies which between them contain the signatures of all the requisitionists, is deposited at the registered office of the company —
(i)
in the case of a requisition requiring notice of a resolution, not less than 6 weeks before the meeting; and
(ii)
in the case of any other requisition, not less than one week before the meeting; and
(b)
there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company’s expenses in giving effect thereto,
but if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date 6 weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection shall be deemed to have been properly deposited for the purposes thereof.
[8/2003]
(4A)  A company shall not be bound under this section to give notice of any resolution which is proposed to be passed by written means under section 184A, or to circulate any statement relating thereto, unless —
(a)
the requisition setting out the text of the resolution and the statement is received by a director of the company in legible form or a permitted alternative form; and
(b)
the notice states that formal agreement to the resolution is sought under section 184A.
[8/2003]
(4B)  Where the requisition under subsection (4A)(a) requests that the date of its receipt by a company be notified to a specified person, the directors shall, without delay after it is first received by a director in legible form or a permitted alternative form, notify that person of the date when it was first so received.
[8/2003]
(5)  The company shall not be bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the requisitionists, notwithstanding that they are not parties to the application.
(6)  Notwithstanding anything in the company’s articles, the business which may be dealt with at an annual general meeting shall include any resolution of which notice is given in accordance with this section, and for the purposes of this subsection notice shall be deemed to have been so given notwithstanding the accidental omission, in giving it, of one or more members.
(7)  In the event of any default 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.
[15/84]
(8)  For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —
(a)
in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
(b)
in another form that —
(i)
is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
(ii)
is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
[5/2004]
[UK, 1948, s. 140; Aust., 1961, s. 143]
Special resolutions
184.
—(1)  A resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting of which —
(a)
in the case of a private company, not less than 14 days’ written notice; or
(b)
in the case of a public company, not less than 21 days’ written notice,
specifying the intention to propose the resolution as a special resolution has been duly given.
[8/2003]
(2)  Notwithstanding subsection (1), if it so agreed by a majority in number of the members having the right to attend and vote at the meeting, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting, a resolution may be proposed and passed as a special resolution at a meeting of which written notice of a period less than that required under subsection (1) has been given.
[8/2003; 21/2005]
(3)  At any meeting at which a special resolution is submitted a declaration of the chairman that the resolution is carried shall unless a poll is demanded be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(4)  At any meeting at which a special resolution is submitted a poll shall be deemed to be effectively demanded if demanded —
(a)
by such number of members for the time being entitled under the articles to vote at the meeting as is specified in the articles, but it shall not in any case be necessary for more than 5 members to make the demand;
(b)
if no such provision is made by the articles, by 3 members so entitled, or by one or 2 members so entitled, if —
(i)
that member holds or those 2 members together hold not less than 10% of the total number of paid-up shares of the company (excluding treasury shares); or
(ii)
that member represents or those 2 members together represent not less than 10% of the total voting rights of all the members having a right to vote at that meeting.
[21/2005]
(4A)  For the purposes of subsection (4), any reference to a member does not include a reference to a company itself where it is registered as a member.
[21/2005]
(5)  In computing the majority on a poll demanded on the question that a special resolution be passed reference shall be had to the number of votes cast for and against the resolution and to the number of votes to which each member is entitled by this Act or the articles of the company.
(6)  For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting shall be deemed to be duly held when the notice is given and the meeting held in the manner provided by this Act or by the articles.
(7)  Any extraordinary resolution, duly and appropriately passed before 29th December 1967 shall for the purposes of this Act be treated as a special resolution.
[S 258/67]
(8)  Where in the case of a company incorporated before 29th December 1967 any matter is required or permitted to be done by extraordinary resolution that matter may be done by special resolution.
[UK, 1948, s. 141; Aust., 1961, s. 144]
Passing of resolutions by written means
184A.
—(1)  Notwithstanding any other provision of this Act, a private company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F.
[8/2003]
(2)  Subsection (1) shall not apply to a resolution referred to in section 175A(1) or a resolution for which special notice is required.
[8/2003]
(3)  A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —
(a)
at least 75%; or
(b)
if the memorandum or articles of the company require a greater majority for that resolution, that greater majority,
of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.
[8/2003]
(4)  An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —
(a)
a majority; or
(b)
if the memorandum or articles of the company require a greater majority for that resolution, that greater majority,
of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.
[8/2003]
(4A)  A resolution referred to in section 76(9B)(e) is passed by written means if the resolution indicates that it is a resolution referred to in that provision and if it has been formally agreed on any date by all the members of the company who on that date would have the right to vote on that resolution at a general meeting of the company.
[21/2005]
(5)  For the purposes of this section, a resolution of a company is formally agreed by a member if —
(a)
the company receives from the member (or his proxy if this is allowed) a document that —
(i)
is given to the company in legible form or a permitted alternative form;
(ii)
indicates the member’s agreement (or agreement on his behalf) to the resolution; and
(iii)
includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and
(b)
the member (or his proxy) had a legible text of the resolution before giving that document.
[8/2003]
(6)  Nothing in subsection (3), (4) or (4A) shall be construed as requiring the requisite number of members to formally agree to the resolution on a single day.
[8/2003; 21/2005]
(6A)  For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —
(a)
in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
(b)
in another form that —
(i)
is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
(ii)
is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
[5/2004]
(7)  Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accordance with this section.
[8/2003]
(8)  Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section.
[8/2003]
[UK, Bill, 2002, Clause 170]
Requirements for passing of resolutions by written means
184B.
—(1)  A resolution of a private company may only be passed by written means if —
(a)
either —
(i)
agreement to the resolution was first sought by the directors of the company in accordance with section 184C; or
(ii)
a requisition for that resolution was first given to the company in accordance with section 183 and, by reason of that notice, the documents referred to in section 183(3A) in respect of the resolution were served on members of the company in accordance with section 183(3A);
(b)
the memorandum and articles of the company do not prohibit the passing of resolutions (either generally or for the purpose in question) by written means; and
(c)
all conditions in the company’s memorandum and articles relating to the passing of the resolution by written means are met.
[8/2003; 5/2004]
(2)  Any resolution that is passed in contravention of subsection (1) shall be invalid.
[8/2003]
[UK, Bill, 2002, Clause 171]
Where directors seek agreement to resolution by written means
184C.
—(1)  The directors of a private company who wish to seek agreement to a resolution of the company and for it to be passed by written means shall send to each member, having the right to vote on that resolution at a general meeting, a copy of the text of the resolution.
[5/2004]
(2)  As far as practicable, the directors shall comply with subsection (1) as respects every member at the same time and without delay.
[8/2003]
(3)  Without prejudice to any other means of complying with subsections (1) and (2), the directors shall have complied with those subsections if they secure that the same paper document containing the text of the resolution is sent without delay to each member in turn.
[8/2003]
(4)  Subject to section 184D, if the resolution is passed before the directors have complied with subsection (1) as respects every member, that fact shall not affect the validity of the resolution or any obligation already incurred by the directors under subsections (1) and (2).
[8/2003]
[UK, Bill, 2002, Clause 172]
Members may require general meeting for resolution
184D.
—(1)  Any member or members of a private company representing at least 5% of the total voting rights of all the members having the right to vote on a resolution at a general meeting of the company may, within 7 days after —
(a)
the text of the resolution has been sent to him or them in accordance with section 184C; or
(b)
the documents referred to in section 183(3A) in respect of the resolution have been served on him or them,
as the case may be, give notice to the company requiring that a general meeting be convened for that resolution.
[8/2003; 5/2004]
(2)  Where notice is given under subsection (1) —
(a)
the resolution is invalid even though it may have in the meantime been passed in accordance with section 184A; and
(b)
the directors shall proceed to convene a general meeting for the resolution.
[8/2003]
Company’s duty to notify members that resolution passed by written means
184E.
—(1)  Where a resolution of a private company is passed by written means, the company shall —
(a)
notify every member that it has been passed; and
(b)
do so within 15 days from the earliest date on which a director or secretary of the company is aware that it has been passed.
[8/2003]
(2)  Non-compliance with this section shall not render the resolution invalid.
[8/2003]
[UK, Bill, 2002, Clause 173]
Recording of resolutions passed by written means
184F.
—(1)  Where a resolution of a private company is passed by written means, the company shall cause a record of the resolution, and the indication of each member’s agreement (or agreement on his behalf) to it, to be entered in a book in the same way as minutes of proceedings of a general meeting of the company.
[8/2003]
(2)  Non-compliance with subsection (1) shall not render the resolution invalid.
[8/2003]
(3)  Any such record, if purporting to be signed by a director or the secretary of the company, is evidence of the proceedings in passing the resolution.
[8/2003]
(4)  Where a record is made in accordance with this section, then, until the contrary is proved, the requirements of this Act with respect to those proceedings shall be deemed to have been complied with.
[8/2003]
(5)  Section 189 applies in relation to a record made in accordance with this section as it applies in relation to minutes of proceedings of a general meeting.
[8/2003]
[UK, 1985, s. 382A]
Resolutions of one member companies
184G.
—(1)  Notwithstanding anything in this Act, a company that has only one member may pass a resolution by the member recording the resolution and signing the record.
[5/2004]
(2)  If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied by lodging the information or document with the resolution that is passed.
[5/2004]
[Aust., 2001, s. 249B]
Resolution requiring special notice
185.  Where by this Act special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, in any manner allowed by the articles, not less than 14 days before the meeting, but if after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice, although not given to the company within the time required by this section, shall be deemed to be properly given.
[UK, 1948, s. 142; Aust., 1961, s. 145]
Registration and copies of certain resolutions
186.
—(1)  A copy of —
(a)
every special resolution; and
(b)
every resolution which effectively binds any class of shareholders whether agreed to by all the members of that class or not,
shall, except where otherwise expressly provided by this Act within one month after the passing or making thereof, be lodged by the company with the Registrar.
[12/2002; 8/2003]
(2)  Where articles have not been registered a printed copy of every resolution to which this section applies shall be forwarded to any member at his request on payment of $1 or such less sum as the company directs.
[8/2003]
(3)  In the event of any default in complying with subsection (1) 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]
(4)  In the event of any default in complying with subsection (2) 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 of $50 for each copy in respect of which default is made.
[15/84]
[UK, 1948, s. 143; Aust., 1961, s. 146]
Resolutions at adjourned meetings
187.  Where a resolution is passed at an adjourned meeting of a company or of holders of any class of shares or of directors the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed and not on any earlier date.
[UK, 1948, s. 144; Aust., 1961, s. 147]
Minutes of proceedings
188.
—(1)  Every company shall cause —
(a)
minutes of all proceedings of general meetings and of meetings of its directors and of its managers, if any, to be entered in books kept for that purpose within one month of the date upon which the relevant meeting was held; and
(b)
those minutes to be signed by the chairman of the meeting at which the proceedings were had or by the chairman of the next succeeding meeting.
(2)  Any minutes so entered that purports to be signed as provided in subsection (1) shall be evidence of the proceedings to which they relate, unless the contrary is proved.
[5/2004]
(3)  Where minutes have been so entered and signed, then, until the contrary is proved —
(a)
the meeting shall be deemed to have been duly held and convened;
(b)
all proceedings had thereat shall be deemed to have been duly had; and
(c)
all appointments of officers or liquidators made thereat shall be deemed to be valid.
(3A)  Every company shall keep minute books in which it shall cause to be entered the following matters:
(a)
if the company has only one director —
(i)
the passing of resolutions by that director; and
(ii)
the making of declarations by that director;
(b)
resolutions passed by written means under section 184A,
within one month of the passing or making of each resolution or declaration.
[5/2004]
(3B)  The company shall ensure that minutes of the passing of a resolution referred to in subsection (3A)(b) are signed by a director within a reasonable time after the resolution is passed.
[5/2004]
(3C)  The director of a company with only one director who has passed a resolution or made a declaration shall sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made.
[5/2004]
(3D)  Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) shall be evidence of the resolution or declaration to which they relate, unless the contrary is proved.
[5/2004]
(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 and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
[15/84]
[UK, 1948, s. 145; Aust., 1961, s. 148; Aust., 2001, s. 251A]
Inspection of minute books
189.
—(1)  The books referred to in section 188(1) and (3A) shall be kept by the company at the registered office or the principal place of business in Singapore of the company, and shall be open to the inspection of any member without charge.
[5/2004]
(2)  Any member shall be entitled to be furnished within 14 days after he has made a request in writing in that behalf to the company with a copy of any minutes specified in section 188(1) or (3A) at a charge not exceeding $1 for every page thereof.
[15/84; 5/2004]
(2A)  Subsection (1) shall not apply to books containing minutes of proceedings of meetings of a company’s directors and of its managers, or (as the case may be) books containing minutes of the passing of resolutions and the making of declarations by the director of a company that has only one director; and subsection (2) shall not apply to any of those minutes.
[28/2004]
(3)  If any copy required under this section is not so furnished 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 $400 and also to a default penalty.
[15/84]
[UK, 1948, s. 146; Aust., 1961, s. 149]
Division 4 — Register of members
Register and index of members
190.
—(1)  Every company shall keep a register of its members and enter therein —
(a)
the names and addresses of the members, and in the case of a company having a share capital a statement of the shares held by each member, distinguishing each share by its number, if any, or by the number, if any, of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member;
(b)
the date at which the name of each person was entered in the register as a member;
(c)
the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and
(d)
in the case of a company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment.
(2)  Notwithstanding anything in subsection (1), where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company shall alter the register to show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (1)(a).
(2A)  Where a company purchases one or more of its own shares or stocks in circumstances in which section 76H applies —
(a)
the requirements of subsections (1)(a), (b) and (c) and (2) shall be complied with unless the company cancels all of the shares or stocks immediately after the purchase in accordance with section 76K(1); but
(b)
any share or stock which is so cancelled shall be disregarded for the purposes of subsections (1)(a) and (2).
[21/2005]
(3)  Notwithstanding anything in subsection (1), a company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former members need not be supplied to any person who applies for a copy of the register unless he specifically requests the names and particulars of former members.
(4)  The register of members shall be prima facie evidence of any matters inserted therein as required or authorised by this Act.
Index of members of company
(5)  Every company having more than 50 members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index in convenient form of the names of the members and shall, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index.
(6)  The index shall in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.
(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]
[UK, 1948, ss. 110, 118; UK, Treasury Shares, Sch., para. 18; Aust., 1961, s. 151]
Where register to be kept
191.
—(1)  The register of members and index, if any, shall be kept at the registered office of the company, but —
(a)
if the work of making them up is done at another office of the company in Singapore they may be kept at that other office; or
(b)
if the company arranges with some other person to make up the register and index, if any, on its behalf they may be kept at the office of that other person at which the work is done if that office is in Singapore.
(2)  Every company shall, within 14 days after the register and index, if any, are first kept at a place other than the registered office, lodge with the Registrar notice of the place where the register and index, if any, are kept and shall, within 14 days after any change in the place at which the register and index, if any, are kept, lodge with the Registrar notice of the change.
(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]
[UK, 1948, s. 110; Aust., 1961, s. 152]
Inspection and closing of register
192.
—(1)  A company may close the register of members or any class of members for one or more periods not exceeding 30 days in the aggregate in any calendar year.
[5/2004]
(2)  The register and index shall be open to the inspection of any member without charge and of any other person on payment for each inspection of $1 or such less sum as the company requires.
(3)  Any member or other person may request the company to furnish him with a copy of the register, or of any part thereof, but only so far as it relates to names, addresses, number of shares held and amounts paid on shares, on payment in advance of $1 or such less sum as the company requires for every page thereof required to be copied and the company shall cause any copy so requested by any person to be sent to that person within a period of 21 days or within such further period as the Registrar considers reasonable in the circumstances commencing on the day next after the day on which the request is received by the company.
[15/84]
(4)  If any copy so requested is not sent within the period prescribed by subsection (3), 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 $400 and also to a default penalty.
[15/84]
[UK, 1948, s. 115; Aust., 1961, s. 153]
Consequences of default by agent
193.  Where, by virtue of section 191(1)(b), the register of members is kept at the office of some person other than the company, and by reason of any default of his the company fails to comply with section 191(1) or (2) or with section 192 or with any requirements of this Act as to the production of the register, that other person shall be liable to the same penalties as if he were an officer of the company who was in default, and the power of the Court under section 399 shall extend to the making of orders against that other person and his officers and employees.
[UK, 1948, s. 114; Aust., 1961, s. 154]
Power of Court to rectify register
194.
—(1)  If —
(a)
the name of any person is without sufficient cause entered in or omitted from the register; or
(b)
default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member,
the person aggrieved or any member or the company may apply to the Court for rectification of the register, and the Court may refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party to the application.
(2)  On any application under subsection (1), the Court may decide —
(a)
any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members or between members or alleged members on the one hand and the company on the other hand; and
(b)
generally, any question necessary or expedient to be decided for the rectification of the register.
(3)  The Court when making an order for rectification of the register shall by its order direct a notice of the rectification to be so lodged.
(4)  No application for the rectification of a register in respect of an entry which was made in the register more than 30 years before the date of the application shall be entertained by the Court.
[UK, 1948, s. 116; Aust., 1961, s. 155]
Limitation of liability of trustee, etc., registered as holder of shares
195.
—(1)  Any trustee, executor or administrator of the estate of any deceased person who was registered in a register or branch register kept in Singapore as the holder of a share in any corporation may become registered as the holder of that share as trustee, executor or administrator of that estate and shall in respect of that share be subject to the same liabilities and no more as he would have been subject to if the share had remained registered in the name of the deceased person.
(2)  Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any corporation being a share registered in a register or branch register kept in Singapore may with the consent of the corporation and of the registered holder of that share become registered as the holder of the share as trustee, executor or administrator of that estate and shall in respect of the share be subject to the same liabilities and no more as he would have been subject to if the share had been registered in the name of the deceased person.
(3)  Shares in a corporation registered in a register or branch register kept in Singapore and held by a trustee in respect of a particular trust shall at the request of the trustee be marked in the register or branch register in such a way as to identify them as being held in respect of the trust.
(4)  Subject to this section, no notice of any trust expressed, implied or constructive shall be entered in a register or branch register or be receivable by the Registrar and no liabilities shall be affected by anything done in pursuance of subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section and the corporation concerned shall not be affected by notice of any trust by anything so done.
[UK, 1948, s. 117; Aust., 1961, s. 156]
Branch registers
196.
—(1)  A company having a share capital may cause to be kept in any place outside Singapore a branch register of members which shall be deemed to be part of the company’s register of members.
(2)  The company shall lodge with the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such notice shall be lodged within one month after the opening of the office or of the change or discontinuance, as the case may be.
(3)  A branch register shall be kept in the same manner in which the principal register is by this Act required to be kept.
(4)  The company shall transmit to the office at which its principal register is kept a copy of every entry in its branch register as soon as possible after the entry is made, and shall cause to be kept at that office duly entered up from time to time a duplicate of its branch register, which shall for all purposes of this Act be deemed to be part of the principal register.
(5)  Subject to this section with respect to the duplicate register, the shares registered in a branch register shall be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a branch register shall during the continuance of that registration be registered in any other register.