THE STATUTES OF THE REPUBLIC OF SINGAPORE

COMPANIES ACT

(CHAPTER 50)

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

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3.—(1) The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be repealed or amended are hereby repealed or amended accordingly.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(a) all persons, things and circumstances appointed or created under any of the repealed or amended written laws or existing or continuing under any of such written laws immediately before 29th December 1967 shall under and subject to this Act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to have the same status, operation and effect as they respectively would have had if such written laws had not been so repealed or amended; and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(3) Nothing in this Act shall affect the Table in any repealed written law corresponding to Table A in the Fourth Schedule in force immediately before the date of commencement of section 181 of the Companies (Amendment) Act 2014 or any part thereof (either as originally enacted or as altered in pursuance of any statutory power) or the corresponding Table in any former written law relating to companies (either as originally enacted or as so altered) so far as the same applies to any company existing on 29th December 1967.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]

[Act 36 of 2014 wef 03/01/2016]

(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 corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act (Cap. 2);

[Act 36 of 2014 wef 01/07/2015]

“accounting entity” means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership;

[Act 36 of 2014 wef 01/07/2015]

“accounting firm” means a firm approved or deemed to be approved as an accounting firm under the Accountants Act;

[Act 36 of 2014 wef 01/07/2015]

“accounting limited liability partnership” means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Act;

[Act 36 of 2014 wef 01/07/2015]

“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;

“alternate address” means —

(a) in the case of a company, the alternate address that is recorded in place of the residential address of a director, chief executive officer or secretary in a company’s register of directors, chief executive officers or secretaries, as the case may be, referred to in section 173; or

(b) in the case of a foreign company, an alternate address maintained with the Registrar under section 370A; [Act 36 of 2014 wef 03/01/2016]

“annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175;

“annual return” means the return required to be lodged under section 197(1);

[Act 36 of 2014 wef 03/01/2016]

“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;

[Deleted by Act 36 of 2014 wef 03/01/2016]

“audit requirements” means the requirements of sections 201(8) and (9) and 207;

[Act 36 of 2014 wef 01/07/2015]

“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act (Cap. 2A);

“Authority’s website” means the Authority’s Internet website;

[Act 36 of 2014 wef 01/07/2015]

“banking corporation” means a licensed bank under any written law relating to banking;

“book-entry securities” has the same meaning as in section 81SF of the Securities and Futures Act (Cap. 289);

[Act 36 of 2014 wef 03/01/2016]

“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;

“chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who —

(a) is in direct employment of, or acting for or by arrangement with, the company; and

(b) is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be;

[Act 36 of 2014 wef 03/01/2016]

“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 constitution 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;

[Act 36 of 2014 wef 03/01/2016]

“company limited by shares” means a company formed on the principle of having the liability of its members limited by the constitution to the amount, if any, unpaid on the shares respectively held by them;

[Act 36 of 2014 wef 03/01/2016]

“constitution”, in relation to a company, means —

(a) the constitution of the company which is registered with the Registrar under section 19, as may be amended from time to time; and

(b) in the case of a company incorporated before the date of commencement of section 3 of the Companies (Amendment) Act 2014, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date;

[Act 36 of 2014 wef 03/01/2016]

“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;

“Depository” has the same meaning as in section 81SF of the Securities and Futures Act;

[Act 36 of 2014 wef 03/01/2016]

“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 or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director;

[Act 36 of 2014 wef 01/07/2015]

“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;

[Deleted by Act 36 of 2014 wef 03/01/2016]

“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 the financial statements of the corporation is made up, whether that period is a year or not;

[Act 36 of 2014 wef 01/07/2015]

“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;

“identification” means —

(a) in the case of an individual issued with an identity card under the National Registration Act (Cap. 201), the number of the individual’s identity card; and

(b) in the case of an individual not issued with an identity card under that Act, particulars of the individual’s passport or such other similar evidence of identity as is acceptable to the Registrar; [Act 36 of 2014 wef 03/01/2016]

“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);

[Deleted by Act 36 of 2014 wef 01/07/2015]

“listed”, in relation to a company or corporation, means a company or corporation that has been admitted to the official list of a securities exchange in Singapore and has not been removed from that official list;

[Act 36 of 2014 wef 01/07/2015]

“lodged” means lodged under this Act or any corresponding previous written law;

[Deleted by Act 36 of 2014 wef 03/01/2016]

“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;

[Deleted by Act 36 of 2014 wef 03/01/2016]

“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;

[Deleted by Act 36 of 2014 wef 03/01/2016]

“prescribed” means prescribed under this Act or by the rules;

[Deleted by Act 36 of 2014 wef 03/01/2016]

“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;

“registered qualified individual” means a qualified individual registered under section 28G of the Accounting and Corporate Regulatory Authority Act (Cap. 2A);

[Act 36 of 2014 wef 03/01/2016]

“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;

“residential address” means —

(a) in the case of a person registered under the National Registration Act, the place of residence of that person as registered under that Act; or

(b) in the case of a person not registered under the National Registration Act, the usual residential address of that person;

[Act 36 of 2014 wef 03/01/2016]

“resolution for voluntary winding up” means the resolution referred to in section 290;

“Rules” means Rules of Court;

“securities exchange in Singapore” means a securities exchange as defined in section 2(1) of the Securities and Futures Act;

[Act 36 of 2014 wef 01/07/2015]

“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;

“summary financial statement” means a summary financial statement referred to in section 203A;

[Act 36 of 2014 wef 01/07/2015]

[Deleted by Act 36 of 2014 wef 03/01/2016]

“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 (A) shall not be regarded as a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act by reason only that the directors or the majority of the directors act on advice given by A in a professional capacity.

[Act 36 of 2014 wef 01/07/2015]

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]

(12) For the purposes of section 9(6), 20(3), 27(2), (5), (5AA), (5A) or (12C), 28(3), (3D), (3DA) or (3E), 29(8A), 155B(8), 369(2), 377(13) or 378(5), (9) or (16), any reference to the Minister includes a reference to such Minister of State for his Ministry who is authorised by the Minister for the purposes of hearing an appeal under that section.

[Act 36 of 2014 wef 03/01/2016]

(13) With effect from the date of commencement of section 3 of the Companies (Amendment) Act 2014 —

(a) the memorandum of association and the articles of association of a company that are in force for the company immediately before that date —

(i) shall collectively be deemed to constitute, and shall have effect as, that company’s constitution; and

(ii) may be amended by the company from time to time in the same manner as the constitution of a company; and

(b) any reference in any written law and in any contract or other document having legal effect to the memorandum of association, or the articles of association, or both, of a company shall be deemed to refer to the company’s constitution.

[Act 36 of 2014 wef 03/01/2016]

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; or [Act 36 of 2014 wef 01/07/2015]

(ii) controls more than half of the voting power of the first-mentioned corporation; or

(iii) [Deleted by Act 36 of 2014 wef 01/07/2015]

(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 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.

[Act 36 of 2014 wef 03/01/2016]

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 and subsection (6A) shall, in addition, also have effect for the purposes of section 244.

[62/70; 49/73; 10/74]

[Act 36 of 2014 wef 03/01/2016]

(1A) Subject to this section, a person has an interest in shares if he has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those shares.

[Act 36 of 2014 wef 01/07/2015]

(1B) For the purposes of subsection (1A), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular shares is, or is capable of being made, subject to restraint or restriction.

[Act 36 of 2014 wef 01/07/2015]

(2) Where any property held in trust consists of or includes shares and a person knows, or has reasonable grounds for believing, that he has an interest under the trust, he shall be deemed to have an interest in those shares.

[Act 36 of 2014 wef 01/07/2015]

(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 voting power in the body corporate, that person shall be deemed to have an interest in that share.

[38/98]

[Act 36 of 2014 wef 01/07/2015]

(5) For the purposes of subsection (4A), a person is an associate of another person if the first-mentioned person is —

(a) a subsidiary of that other person;

(b) 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 the share referred to in subsection (4A); or

(c) a body corporate that is, or a majority of 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 the share referred to in subsection (4A).

[Act 36 of 2014 wef 01/07/2015]

(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]

(6A) For the purposes of Division 4 of Part IV and sections 163 to 165 and 244, a book-entry security shall be treated as if it were an interest in a share.

[Act 36 of 2014 wef 03/01/2016]

(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 if the interest is that 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;

[Act 36 of 2014 wef 01/07/2015]

(c) an interest of a person in a share, if that interest is an interest held by him by reason of his holding a prescribed office;

[Act 36 of 2014 wef 01/07/2015]

(ca) an interest of a company in its own shares if that interest is purchased or otherwise acquired in accordance with sections 76B to 76G (including treasury shares); and

[Act 36 of 2014 wef 01/07/2015]

(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 that they have formed the opinion —

(a) 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;

[Act 36 of 2014 wef 01/07/2015]

(b) where —

(i) it is intended to commence winding up of the company within the period of 12 months immediately after the date of the statement, that the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or

(ii) 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 after the date of the statement; and

[Act 36 of 2014 wef 01/07/2015]

(c) 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),

[Act 36 of 2014 wef 01/07/2015]

being a statement which complies with subsection (2).

[21/2005]

[Act 36 of 2014 wef 01/07/2015]

(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 declaration in writing signed by every director; or

[Act 36 of 2014 wef 01/07/2015]

(b) if the company is not such a company, shall be in the form of a declaration in writing signed by every director 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]

[Act 36 of 2014 wef 01/07/2015]

(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(2) and (5), as the case may be; and

[Act 36 of 2014 wef 01/07/2015]

(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.

(5) [Deleted by Act 36 of 2014 wef 03/01/2016]

(6) [Deleted by Act 36 of 2014 wef 03/01/2016]

(6A) [Deleted by Act 36 of 2014 wef 03/01/2016]

(7) The Minister may, by notification in the Gazette, add to, vary or amend —

(a) the Twelfth Schedule in relation to the contents of the directors’ statement which is required to accompany the financial statements under section 201(16); and

(b) the Thirteenth Schedule in relation to the criteria for determining whether a company is a small company for the purposes of section 205C.

[Act 36 of 2014 wef 03/01/2016]

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 prescribed fee, approve such person as a liquidator for the purposes of this Act.

[5/2004]

[Act 36 of 2014 wef 03/01/2016]

(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 subsections (2) and (3) to any person charged with the responsibility for the registration or control of public accountants.

[Act 36 of 2014 wef 01/07/2015]

(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) No person other than an accounting entity shall —

(a) knowingly consent to be appointed as auditor for a company; or

(b) knowingly act as an auditor for a company.

(2) Without prejudice to the generality of subsection (1)(b), a person acts as an auditor for a company if the person prepares any report required by this Act to be prepared by an auditor of the company.

(3) No company or person shall appoint an accounting entity as an auditor of a company without obtaining the accounting entity’s prior consent.

(4) For the purposes of subsection (3), the consent —

(a) of a public accountant shall be in writing signed by the public accountant;

(b) of an accounting firm, or an accounting limited liability partnership, shall be in writing signed by at least one partner of the firm or limited liability partnership; and

(c) of an accounting corporation shall be in writing signed by at least one director of the corporation.

(5) Where an accounting firm is appointed as auditor of the company in the name of the accounting firm, the 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, are appointed as auditors of the company.

(6) Where an accounting corporation is appointed as auditor of the company in the name of the corporation, the appointment shall take effect and operate as if —

(a) the directors of the corporation who are practising as public accountants in the corporation (whether directors at the time the accounting corporation was appointed as auditor or later); and

(b) the employees of the corporation who are practising as public accountants in the corporation (whether employed at the time the accounting corporation was appointed as auditor or later),

are appointed as auditors of the company.

[Act 36 of 2014 wef 01/07/2015]

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.

(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;

(b) subject to subsection (2AA), require a copy of the notice of incorporation of a company, any certificate issued under this Act, any document or extract from any document kept by the Registrar to be given or certified by the Registrar;

(c) inspect any register of directors, chief executive officers, secretaries or auditors kept by the Registrar under section 173(1) or require a copy of or an extract from any such register; or

(d) inspect the register of members of any private company kept by the Registrar under section 196A or require a copy of or an extract from any such register.

[Act 36 of 2014 wef 03/01/2016]

(2AA) A certificate of confirmation of incorporation referred to in section 17(9) or 19(7) may only be issued to the company upon an application made in accordance with those provisions.

[Act 36 of 2014 wef 03/01/2016]

(2A) Subsection (2)(a), (b) and (d) 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]

[Act 36 of 2014 wef 03/01/2016]

(2B) Notwithstanding the cancellation of any notification referred to in subsection (2A) in respect of a company, subsection (2)(a), (b) and (d) 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]

[Act 36 of 2014 wef 03/01/2016]

(2C) Notwithstanding subsection (2), a director, chief executive officer, secretary, auditor or member of a company may, without charge —

(a) inspect the register of directors, register of chief executive officers, register of secretaries and register of auditors of that company kept by the Registrar under section 173(1); or

(b) obtain from the Registrar a copy of or an extract from the register of directors, register of chief executive officers, register of secretaries and register of auditors of that company kept by the Registrar under section 173(1).

[Act 36 of 2014 wef 03/01/2016]

(2D) Notwithstanding subsection (2), a director, chief executive officer, secretary, auditor or member of a private company may, without charge —

(a) inspect the register of members of that company kept by the Registrar under section 196A; or

(b) obtain from the Registrar a copy of or an extract from the register of members of that company kept by the Registrar under section 196A.

[Act 36 of 2014 wef 03/01/2016]

Evidentiary value of copies certified by Registrar

(3) A copy of or an extract from any document (including a copy produced by way of microfilm) filed or lodged with the Registrar using a non-electronic medium that is certified to be a true copy or extract by the Registrar shall in any proceedings be admissible in evidence as of equal validity with the original document.

[Act 36 of 2014 wef 03/01/2016]

Evidence of statutory requirements

(4) In any legal proceedings, a certificate issued by 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.

[Act 36 of 2014 wef 03/01/2016]

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.

Destruction or transfer of old records

(6) If the Registrar is of the opinion that it is no longer necessary or desirable to retain any document lodged, filed or registered with the Registrar and which has been microfilmed or converted to electronic form, the Registrar may —

(a) destroy the document with the authorisation of the National Library Board under section 14D of the National Library Board Act (Cap. 197); or

(b) transfer the document to the National Archives of Singapore under section 14C of that Act.

[Act 36 of 2014 wef 03/01/2016]

(7) In subsection (3), “non-electronic medium” means a medium other than the electronic transaction system established under Part VIA of the Accounting and Corporate Regulatory Authority Act.

[Act 36 of 2014 wef 03/01/2016]

Electronic transaction system

12A.—(1) The Registrar may —

(a) require or permit any person to carry out any transaction with the Registrar under this Act; and

(b) issue any approval, certificate, notice, determination or other document pursuant or connected to a transaction referred to in paragraph (a),

using the electronic transaction system established under Part VIA of the Accounting and Corporate Regulatory Authority Act (Cap. 2A).

(2) If the Registrar is satisfied that a transaction should be treated as having been carried out at some earlier date and time, than the date and time which is reflected in the electronic transaction system, the Registrar may cause the electronic transaction system and the registers kept by the Registrar to reflect such earlier date and time.

(3) The Registrar shall keep a record whenever the electronic transaction system or the registers are altered under subsection (2).

(4) In this section —

“document” includes any application, form, report, certification, notice, confirmation, declaration, return or other document (whether in electronic form or otherwise) filed or lodged with, or submitted to the Registrar;

“transaction”, in relation to the Registrar, means —

(a) the filing or lodging of any document with the Registrar, or the submission, production, delivery, furnishing or sending of any document to the Registrar;

(b) any making of any application, submission or request to the Registrar;

(c) any provision of any undertaking or declaration to the Registrar; and

(d) any extraction, retrieval or accessing of any document, record or information maintained by the Registrar.

[Act 36 of 2014 wef 01/07/2015]

Rectification by High Court

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) [Deleted by Act 36 of 2014 wef 03/01/2016]

(4) [Deleted by Act 36 of 2014 wef 03/01/2016]

Rectification by Registrar on application

12C.—(1) Despite section 12B, an officer of a company may notify the Registrar in the prescribed form of —

(a) any error contained in any document relating to the company filed or lodged with the Registrar; or

(b) any error in the filing or lodgment of any document relating to the company with the Registrar.

(2) The Registrar may, upon receipt of any notification referred to in subsection (1) and if satisfied that —

(a) the error referred to in subsection (1)(a) is typographical or clerical in nature; or

(b) the error referred to in subsection (1)(b) is, in the Registrar’s opinion, unintended and does not prejudice any person, rectify the register accordingly.

(3) In rectifying the register under subsection (2), the Registrar must not expunge any document from the register.

(4) The decision made by the Registrar on whether to rectify the register under subsection (2) is final.

[Act 36 of 2014 wef 03/01/2016]

Rectification or updating on Registrar’s initiative

12D.—(1) The Registrar may rectify or update any particulars or document in a register kept by him, if the Registrar is satisfied that —

(a) there is a defect or error in the particulars or document arising from any grammatical, typographical or similar mistake; or

(b) there is evidence of a conflict between the particulars of a company or person and —

(i) other information in the register relating to that company or person; or

(ii) other information relating to that company or person obtained from such department or Ministry of the Government, or statutory body or other body corporate as may be prescribed.

(2) Before the Registrar rectifies or updates the register under subsection (1), the Registrar must, except under prescribed circumstances, give written notice to the company or person whose documents or particulars are to be rectified or updated of the Registrar’s intention to do so, and state in the notice —

(a) the reasons for and details of the proposed rectification or updating to be made to the register; and

(b) the date by which any written objection to the proposed rectification or updating must be delivered to the Registrar, being a date at least 30 days after the date of the notice.

(3) The company or person notified under subsection (2) may deliver to the Registrar, not later than the date specified under subsection (2)(b), a written objection to the proposed rectification or updating of the register.

(4) The Registrar shall not rectify or update the register if the Registrar receives a written objection under subsection (3) to the proposed rectification or updating by the date specified under subsection (2)(b), unless the Registrar is satisfied that the objection is frivolous or vexatious or has been withdrawn.

(5) The Registrar may rectify or update the register if the Registrar does not receive a written objection under subsection (3) by the date specified under subsection (2)(b).

(6) The Registrar may include such notation as the Registrar thinks fit on the register for the purposes of providing information relating to any error or defect in any particulars or document in the register, and may remove such notation if the Registrar is satisfied that it no longer serves any useful purpose.

(7) Despite anything in this section, the Registrar may, if the Registrar is satisfied that there is any error or defect in any particulars or document in a register, by notice in writing, request that the company to which the particulars or document relate, or its officers take such steps within such time as the Registrar may specify to ensure that the error or defect is rectified.

[Act 36 of 2014 wef 03/01/2016]

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;

[Act 36 of 2014 wef 03/01/2016]

(b) any request of the Registrar or the Official Receiver to amend or complete and resubmit any document or to submit a fresh document; or

[Act 36 of 2014 wef 03/01/2016]

(c) any request of the Registrar under section 12D(7) to rectify any error or defect in any particulars or document in the register,

[Act 36 of 2014 wef 03/01/2016]

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.

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 constitution 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.

[Act 36 of 2014 wef 03/01/2016]

(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]

16. [Repealed by Act 36 of 2014 wef 01/07/2015]

16A. [Repealed by Act 36 of 2014 wef 01/07/2015]

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 constitution and complying with the requirements as to registration, form an incorporated company.

[5/2004]

[Act 36 of 2014 wef 03/01/2016]

(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 constitution to the extent that is necessary to bring them into conformity with the requirements of this Act relating to the constitution of a company limited by shares or of a company limited by guarantee, as the case may be.

[15/84]

[Act 36 of 2014 wef 03/01/2016]

(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.

[12/2002]

[Act 36 of 2014 wef 03/01/2016]

[Aust., 1961, s. 14]

Private company

18.—(1) A company having a share capital may be incorporated as a private company if its constitution —

(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]

[Act 36 of 2014 wef 03/01/2016]

(2) Where, on 29 December 1967, the constitution of a company that is a private company by virtue of paragraph (a) of the definition of “private company” in section 4(1) does not contain the restrictions and limitations required by subsection (1) to be included in the constitution of a company that may be incorporated as a private company, the constitution 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 constitution shall be deemed to be a restriction that prohibits the transfer of shares except to a person approved by the directors of the company.

[Act 36 of 2014 wef 03/01/2016]

(3) Where a restriction or limitation deemed to be included in the constitution of a company under subsection (2) is inconsistent with any provision already included in the constitution of the company, that restriction or limitation shall, to the extent of the inconsistency, prevail.

[Act 36 of 2014 wef 03/01/2016]

(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 constitution or any limitation on the number of its members included, or deemed to be included, in its constitution, but not so that the constitution of the company ceases to include the limitation required by subsection (1)(b) to be included in the constitution of a company that may be incorporated as a private company.

[Act 36 of 2014 wef 03/01/2016]

Registration and incorporation

19.—(1) A person desiring the incorporation of a company shall —

(a) submit to the Registrar the constitution of the proposed company and such other documents as may be prescribed;

[Act 36 of 2014 wef 03/01/2016]

(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 registered qualified individual engaged in the formation of the proposed company; or

[Act 36 of 2014 wef 03/01/2016]

(b) a person named in the constitution as a director or the secretary of the proposed company,

[Act 36 of 2014 wef 03/01/2016]

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 constitution, and of the persons named in the constitution as officers of the proposed company,

[Act 36 of 2014 wef 03/01/2016]

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 constitution.

[12/2002]

[Act 36 of 2014 wef 03/01/2016]

Notice of incorporation

(4) On the registration of the constitution 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]

[Act 36 of 2014 wef 03/01/2016]

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 constitution 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 constitution 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]

[Act 36 of 2014 wef 03/01/2016]

(6) The subscribers to the constitution shall be deemed to have agreed to become members of the company and on the incorporation of the company shall be entered as members —

(a) in the case of a public company, in the register of members kept by the public company under section 190; or

(b) in the case of a private company, in the electronic register of members kept by the Registrar under section 196A.

[Act 36 of 2014 wef 03/01/2016]

(6A) Apart from the subscribers referred to in subsection (6), every other person who agrees to become a member of a company and whose name is entered —

(a) in the case of a public company, in the register of members kept by the public company under section 190; or

(b) in the case of a private company, in the electronic register of members kept by the Registrar under section 196A,

is a member of the company.

[Act 36 of 2014 wef 03/01/2016]

(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.

[12/2002]

[Act 36 of 2014 wef 03/01/2016]

[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 constitution is delivered for registration under section 19, the Registrar shall not register the constitution 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]

[Act 36 of 2014 wef 03/01/2016]

(2) Notwithstanding anything in this Act or any rule of law, the Registrar shall refuse to register the constitution 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]

[Act 36 of 2014 wef 03/01/2016]

(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.

(1A) Subsection (1), insofar as it provides that any transfer of shares in contravention of it is void, shall not apply to a disposition of book-entry securities, but a Court, on being satisfied that a disposition of book-entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1).

[Act 36 of 2014 wef 01/07/2015]

(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) subject to subsections (4A) and (4B), 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.

[Act 36 of 2014 wef 01/07/2015]

(4A) For the avoidance of doubt, subsection (4)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company.

[Act 36 of 2014 wef 01/07/2015]

(4B) Any shares in the holding company that are not disposed of in accordance with subsection (4)(b) may, subject to subsections (4C) and (6E), be held or continued to be held by the subsidiary.

[Act 36 of 2014 wef 01/07/2015]

(4C) With respect to the shares referred to in subsection (4B) —

(a) subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K shall apply with the necessary modifications, including the following modifications:

(i) a reference to treasury shares shall be read as a reference to shares referred to in subsection (4B);

(ii) a reference to a company holding treasury shares shall be read as a reference to a subsidiary holding shares referred to in subsection (4B); and

(iii) the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” shall be read as a reference to “as if they were already held by the subsidiary at the time they were allotted, in circumstances in which section 21(4) applied”; and

(b) the holding company shall, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (4B), lodge with the Registrar a notice in the prescribed form.

[Act 36 of 2014 wef 01/07/2015]

(5) Subject to subsection (2), subsections (1), (3), (4), (4B), (6A) and (6C) 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.

[Act 36 of 2014 wef 01/07/2015]

(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.

(6A) This section shall not operate to prevent the transfer of shares in a holding company to a subsidiary by way of a distribution in specie, amalgamation or scheme of arrangement 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) subject to subsections (6B) and (6C), the subsidiary shall, within the period of 12 months or such longer period as the Court may allow after the transfer to the subsidiary of the shares in the holding company, dispose of all of the shares in the holding company.

[Act 36 of 2014 wef 01/07/2015]

(6B) For the avoidance of doubt, subsection (6A)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company.

[Act 36 of 2014 wef 01/07/2015]

(6C) Any shares in the holding company that are not disposed of in accordance with subsection (6A)(b) may, subject to subsections (6D) and (6E), be held or continued to be held by the subsidiary.

[Act 36 of 2014 wef 01/07/2015]

(6D) With respect to the shares referred to in subsection (6C) —

(a) subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K shall apply with the necessary modifications, including the following modifications:

(i) a reference to treasury shares shall be read as a reference to shares referred to in subsection (6C);

(ii) a reference to a company holding treasury shares shall be read as a reference to a subsidiary holding shares referred to in subsection (6C); and

(iii) the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” shall be read as a reference to “as if they were transferred to the subsidiary at the time they were allotted, in circumstances in which section 21(6A) applied”; and

(b) the holding company shall, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (6C), lodge with the Registrar a notice in the prescribed form.

[Act 36 of 2014 wef 01/07/2015]

(6E) With respect to any share referred to in subsection (4B) or (6C) —

(a) where the holding company has shares of only one class, the aggregate number of shares held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, shall not at any time exceed 10% of the total number of shares of the holding company at that time;

(b) where the share capital of the holding company is divided into shares of different classes, the aggregate number of the shares of any class held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, shall not at any time exceed 10% of the total number of the shares in that class of the holding company at that time;

(c) where paragraph (a) or (b) is contravened, the holding company shall dispose of or cancel the excess shares, or procure the disposal of the excess shares by its subsidiary, 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;

(d) where the subsidiary is a wholly-owned subsidiary of the holding company, no dividend may be paid, and no other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C); and

(e) where the subsidiary is not a wholly-owned subsidiary of the holding company, a dividend may be paid and other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C).

[Act 36 of 2014 wef 01/07/2015]

(6F) In subsection (6E)(c), “excess shares” means such number of the shares, held by any subsidiary under subsection (4B) or (6C) or by the holding company as treasury shares at the time in question, as resulted in the limit referred to in subsection (6E)(a) or (b) being exceeded.

[Act 36 of 2014 wef 01/07/2015]

(6G) In sections 7(9)(ca), 33(5A), 63A(1)(e), 74(1A), 76B(3E), 78, 81(4), 164A(1), 176(1A), 177(1), 179(8), 184(4)(b)(i), 201A(4)(b), 205B(6), 206(1)(b), 215(1), (1C), (1D) and (3A), 232(1)(a)(i) and 268(4) —

(a) a reference to “treasury shares” shall be read as including a reference to shares held by a subsidiary under subsection (4B) or (6C); and

(b) a reference to a company being registered as a member of itself or being a member of itself shall be read as including a reference to a subsidiary being registered as a member of its holding company.

[Act 36 of 2014 wef 01/07/2015]

(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]

(9) For the purposes of this section, a company shall inform the Registrar of the occurrence of any of the following events by lodging a notice in the prescribed form within 14 days after the date of occurrence:

(a) where a shareholder of a company that is a corporation becomes a subsidiary of the company;

(b) where shares of the company are held by a subsidiary of the company and there is a change in the number of shares held by the subsidiary.

[Act 36 of 2014 wef 01/07/2015]

Requirements as to constitution

22.—(1) The constitution of every company shall comply with such requirements as may be prescribed, shall be dated and shall state, in addition to other requirements —

(a) the name of the company;

(b) if the company is a company limited by shares, that the liability of the members is limited;

(c) 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;

(d) if the company is an unlimited company, that the liability of the members is unlimited;

(e) if the company is an unlimited company or a company limited by guarantee, the number of members with which the company is applying to be registered;

(f) the full names, addresses and occupations of the subscribers to the constitution of the company; and

(g) that such subscribers are desirous of being formed into a company in pursuance of the constitution 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.

[Act 36 of 2014 wef 03/01/2016]

(1AA) Where a company to which subsection (1)(e) applies changes the number of its members with which it is registered, the company shall, within 14 days after the occurrence of such change lodge with the Registrar a notice of the change in the prescribed form.

[Act 36 of 2014 wef 03/01/2016]

(1AB) If default is made by a company in complying with subsection (1AA), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.

[Act 36 of 2014 wef 03/01/2016]

(1A) On 30th January 2006, any provision (or part thereof) then subsisting in the constitution 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]

[Act 36 of 2014 wef 03/01/2016]

(2) Each subscriber to the constitution shall, if the company is to have a share capital, make a declaration to the Registrar, either by himself or through a registered qualified individual authorised by him, as to the number of shares (not being less than one) that he agrees to take.

[12/2002]

[Act 36 of 2014 wef 03/01/2016]

(3) A statement in the constitution 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.

[Act 36 of 2014 wef 03/01/2016]

(4) A copy of the constitution, 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]

[Act 36 of 2014 wef 03/01/2016]

[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 constitution, 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]

[Act 36 of 2014 wef 03/01/2016]

(1A) A company may have the objects of the company included in its constitution.

[5/2004]

[Act 36 of 2014 wef 03/01/2016]

(1B) The constitution of a company may contain a provision restricting its capacity, rights, powers or privileges.

[5/2004]

[Act 36 of 2014 wef 03/01/2016]

[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 constitution 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]

[Act 36 of 2014 wef 03/01/2016]

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 constitution of a company, a person is not affected by, or deemed to have notice or knowledge of the contents of, the constitution of, or any other document relating to, the company merely because —

(a) the constitution or document is registered by the Registrar; or

(b) the constitution or document is available for inspection at the registered office of the company.

[5/2004]

[Act 36 of 2014 wef 03/01/2016]

[NZ, 1993, s. 19]

Power of directors to bind company

25B.—(1) In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, shall be deemed to be free of any limitation under the company’s constitution.

(2) For the purposes of subsection (1), a person dealing with a company —

(a) is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so; and

(b) is presumed to have acted in good faith unless the contrary is proved.

(3) The references in subsection (1) or (2) to limitations on the directors’ powers under the company’s constitution include limitations deriving —

(a) from a resolution of the company or of any class of shareholders; or

(b) from any agreement between the members of the company or of any class of shareholders.

(4) This section shall not affect any right of a member of the company to bring proceedings to restrain the doing of an action that is beyond the powers of the directors; but no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.

(5) This section shall not affect any liability incurred by the directors, or any other person, by reason of the directors exceeding their powers.

(6) This section shall have effect subject to section 25C.

[Act 36 of 2014 wef 03/01/2016]

Constitutional limitations: transactions with directors or their associates

25C.—(1) This section shall apply to a transaction if or to the extent that its validity depends on section 25B.

(2) Nothing in this section shall be construed as excluding the operation of any other written law or rule of law by virtue of which the transaction may be called in question or any liability to the company may arise.

(3) Where —

(a) a company enters into such a transaction; and

(b) the parties to the transaction include —

(i) a director of the company or of its holding company; or

(ii) a person connected with any such director,

the transaction is voidable at the instance of the company.

(4) Whether or not it is avoided, any such party to the transaction as is mentioned in subsection (3)(b)(i) or (ii), and any director of the company who authorised the transaction, is liable —

(a) to account to the company for any gain he has made directly or indirectly by the transaction; and

(b) to indemnify the company for any loss or damage resulting from the transaction.

(5) The transaction ceases to be voidable if —

(a) restitution of any money or other asset which was the subject-matter of the transaction is no longer possible;

(b) the company is indemnified for any loss or damage resulting from the transaction;

(c) rights acquired bona fide for value and without actual notice of the directors exceeding their powers by a person who is not party to the transaction would be affected by the avoidance; or

(d) the transaction is affirmed by the company.

(6) A person other than a director of the company is not liable under subsection (4) if he shows that at the time the transaction was entered into he did not know that the directors were exceeding their powers.

(7) Nothing in subsections (1) to (6) shall affect the rights of any party to the transaction not within subsection (3)(b)(i) or (ii); but the court may, on the application of the company or any such party, make an order affirming, severing or setting aside the transaction on such terms as appear to the court to be just.

(8) In this section, “transaction” includes any act.

[Act 36 of 2014 wef 03/01/2016]

Persons connected with director in section 25C

25D.—(1) For the purposes of section 25C, a reference to a person connected with a director means —

(a) a member of the director’s family;

(b) a body corporate with which the director is connected within the meaning of subsection (2)(b);

(c) a person acting in his capacity as trustee of a trust —

(i) the beneficiaries of which include the director or a person who by virtue of paragraph (a) or (b) is connected with him; or

(ii) the terms of which confer a power on the trustees that may be exercised for the benefit of the director or any such person,

other than a trust for the purposes of an employees’ share scheme or on a pension scheme;

(d) a person acting in his capacity as partner —

(i) of the director; or

(ii) of a person who, by virtue of paragraph (a), (b) or (c), is connected with that director;

(e) a firm that is a legal person under the law by which it is governed and in which —

(i) the director is a partner;

(ii) a partner is a person who, by virtue of paragraph (a), (b) or (c), is connected with the director; or

(iii) a partner is a firm in which the director is a partner or in which there is a partner who, by virtue of paragraph (a), (b) or (c), is connected with the director; and

(f) a reference to a person connected with a director of a company does not include a person who is himself a director of the company.

(2) For the purposes of this section —

(a) a member of a director’s family shall include his spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter;

(b) a director is connected with a body corporate if, and only if, he and the persons connected with him together —

(i) are interested in at least 20% of the share capital of that body corporate; or

(ii) are entitled to exercise or control, directly or indirectly, the exercise of more than 20% of the voting power at any general meeting of that body corporate;

(c) a reference in paragraph (b)(ii) to voting power the exercise of which is controlled by a director includes voting power whose exercise is controlled by a body corporate controlled by him;

(d) for the avoidance of circularity in the application of subsection (1) —

(i) a body corporate with which a director is connected is not treated for the purposes of this subsection as connected with him unless it is also connected with him by virtue of subsection (1)(c) or (d); and

(ii) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this subsection as connected with a director by reason only of that fact; and

(e) “body corporate” includes a body incorporated outside Singapore, but does not include —

(i) a corporation sole; or

(ii) a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed.

[Act 36 of 2014 wef 03/01/2016]

General provisions as to alteration of constitution

26.—(1) Unless otherwise provided in this Act, the constitution of a company may be altered or added to by special resolution.

[Act 36 of 2014 wef 03/01/2016]

(1AA) Any alteration or addition made to the constitution under subsection (1) shall, subject to this Act, be deemed to form part of the original constitution on and from the date of the special resolution or such later date as is specified in the resolution.

[Act 36 of 2014 wef 03/01/2016]

(1AB) A special resolution adopting the whole or any part of the model constitution prescribed under section 36 for the description to which the company belongs may do so by reference to the title of the model constitution, or to the numbers of the particular regulations of the model constitution and need not set out the text of the whole or part of the model constitution to be adopted.

[Act 36 of 2014 wef 03/01/2016]

(1A) Subsection (1) is subject to section 26A and to any provision included in the constitution of a company in accordance with that section.

[5/2004]

[Act 36 of 2014 wef 03/01/2016]

(1B) Notwithstanding subsection (1), a provision contained in the constitution 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]

[Act 36 of 2014 wef 03/01/2016]

(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 constitution 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 constitution as adopted or altered, as the case may be.

[Act 36 of 2014 wef 03/01/2016]

(2A) If default is made in complying with subsection (2), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

[Act 36 of 2014 wef 03/01/2016]

(3) The Registrar shall register every resolution, order or other document lodged with him under this Act that affects the constitution 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]

[Act 36 of 2014 wef 03/01/2016]

(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 constitution.

[12/2002]

[Act 36 of 2014 wef 03/01/2016]

(7) Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate confirming the incorporation in accordance with the alteration made to the constitution.

[Act 36 of 2014 wef 03/01/2016]

Power to entrench provisions of constitution of company

26A.—(1) An entrenching provision may —

(a) be included in the constitution with which a company is formed; and

(b) at any time be inserted in the constitution of a company only if all the members of the company agree.

[5/2004]

[Act 36 of 2014 wef 03/01/2016]

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

[5/2004]

[Act 36 of 2014 wef 03/01/2016]

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

[5/2004]

[Act 36 of 2014 wef 03/01/2016]

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

(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]

[Act 36 of 2014 wef 03/01/2016]

[UK, Bill, 2002, Clause 21]

Names of companies

27.—(1) Except with the consent of the Minister or as provided in subsection (1B), the Registrar must refuse to register a company under this Act under a name which, in the opinion of the Registrar —

(a) is undesirable;

(b) is identical to the name of any other company, limited liability partnership, limited partnership or corporation or to any registered business name;

(c) is identical to a name reserved under subsection (12B) or section 378(15), section 16 of the Business Names Registration Act 2014, section 19(4) of the Limited Liability Partnerships Act (Cap. 163A) or section 17(4) of the Limited Partnerships Act (Cap. 163B); or

(d) is a name of a kind that the Minister has directed the Registrar not to accept for registration.

[Act 36 of 2014 wef 03/01/2016]

(1A) In addition to subsection (1), the Registrar must, on or after the date of commencement of section 22 of the Companies (Amendment) Act 2014, except with the consent of the Minister, refuse to register a company under a name, if —

(a) it is identical to the name of a company that was dissolved —

(i) unless, in a case where the company was dissolved following its winding up under Part X, a period of at least 2 years has passed after the date of dissolution; or

(ii) unless, in a case where the company was dissolved following its name being struck off the register under section 344 or 344A, a period of at least 6 years has passed after the date of dissolution;

(b) it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or had ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation;

(c) it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar under section 377(2), unless a period of at least 2 years has passed after the date of dissolution;

(d) it is identical to the name of a limited liability partnership that was dissolved —

(i) unless, in a case where the limited liability partnership was dissolved following its winding up under section 30 of, and the Fifth Schedule to, the Limited Liability Partnerships Act (Cap. 163A), a period of at least 2 years has passed after the date of dissolution; or

(ii) unless, in a case where the limited liability partnership was dissolved following its name being struck off the register under section 38 of the Limited Liability Partnerships Act, a period of at least 6 years has passed after the date of dissolution; or

(e) it is identical to the name of a limited partnership that was cancelled or dissolved —

(i) unless, in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4) of the Limited Partnerships Act (Cap. 163B), a period of at least one year has passed after the date of cancellation; or

(ii) unless, in a case where notice was lodged with the Registrar of Limited Partnerships that the limited partnership was dissolved under section 19(2) of the Limited Partnerships Act, a period of at least one year has passed after the date of dissolution.

[Act 36 of 2014 wef 03/01/2016]

(1B) Despite subsection (1), the Registrar may, on or after the date of commencement of section 22 of the Companies (Amendment) Act 2014, register a company under —

(a) a name that is identical to the name of a foreign company registered under Division 2 of Part XI —

(i) in respect of which notice was lodged under section 377(1) that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and

(ii) the name of which was struck off the register under section 377(8), (9) or (10), if a period of at least 6 years has passed after the date the name was so struck off; or

(b) a name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) of the Limited Partnerships Act that the limited partnership ceased to carry on business in Singapore, if a period of at least one year has passed after the date of cessation.

[Act 36 of 2014 wef 03/01/2016]

(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 one that is not permitted to be registered under subsection (1)(a), (b) or (d);

[Act 36 of 2014 wef 03/01/2016]

(aa) which is one that is not permitted to be registered under subsection (1A) until the expiry of the relevant period referred to in that subsection;

[Act 36 of 2014 wef 03/01/2016]

(ab) which is one that is permitted to be registered under subsection (1B) only after the expiry of the relevant period referred to in that subsection;

[Act 36 of 2014 wef 03/01/2016]

(b) which so nearly resembles the name of any other company, or any corporation, limited liability partnership, limited partnership or registered business name, as to be likely to be mistaken for it; or

[Act 36 of 2014 wef 03/01/2016]

(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) [Deleted by Act 36 of 2014 wef 03/01/2016]

(2D) [Deleted by Act 36 of 2014 wef 03/01/2016]

(3) [Deleted by Act 36 of 2014 wef 03/01/2016]

(4) [Deleted by Act 36 of 2014 wef 03/01/2016]

(5) An appeal to the Minister against the following decisions of the Registrar that are made on or after the date of commencement of section 22 of the Companies (Amendment) Act 2014 may be made by the following persons within the following times:

(a) in the case of the Registrar’s decision under subsection (2), by the company aggrieved by the decision within 30 days after the decision; and

(b) in the case of the Registrar’s refusal to give a direction to a company under subsection (2) pursuant to an application under subsection (2A), by the applicant aggrieved by the refusal within 30 days after being informed of the refusal.

[Act 36 of 2014 wef 03/01/2016]

(5AA) The decision of the Minister on an appeal made under subsection (5) is final.

[Act 36 of 2014 wef 03/01/2016]

(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; or

[Act 36 of 2014 wef 03/01/2016]

(b) the name to which a company proposes to change its name.

[Act 36 of 2014 wef 03/01/2016]

(c) [Deleted by Act 36 of 2014 wef 03/01/2016]

(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) The Registrar may approve an application made under subsection (10) only if the Registrar is satisfied that —

(a) the application is made in good faith; and

(b) the name to be reserved is one in respect of which a company may be registered having regard to subsections (1), (1A) and (1B).

[Act 36 of 2014 wef 03/01/2016]

(12A) The Registrar must refuse to approve an application to reserve a name under subsection (10) as the name of an intended company if the Registrar is satisfied that —

(a) the name is for a company that 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 company to be registered.

[Act 36 of 2014 wef 03/01/2016]

(12B) Where an application for a reservation of a name is made under subsection (10), the Registrar must reserve the proposed name for a period starting at the time the Registrar receives the application and ending —

(a) if the Registrar approves the application, 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or

(b) if the Registrar refuses to approve the application, on the date on which the Registrar notifies the applicant of the refusal.

[Act 36 of 2014 wef 03/01/2016]

(12C) A person aggrieved by a decision of the Registrar —

(a) refusing to approve an application under subsection (10); or

(b) refusing an application under subsection (12B)(a) to extend the reservation period,

may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final.

[Act 36 of 2014 wef 03/01/2016]

(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 60 days.

[Act 36 of 2014 wef 01/07/2015]

(14) [Deleted by Act 36 of 2014 wef 03/01/2016]

(15) The reservation of a name under this section in respect of an intended company or company does not in itself entitle the intended company or company to be registered by that name, either originally or upon change of name.

[UK, 1948, s. 17; Aust., 1961, s. 22]

[Act 36 of 2014 wef 03/01/2016]

(16) In this section and section 28, “registered business name” has the same meaning as in section 2(1) of the Business Names Registration Act 2014.

[Act 36 of 2014 wef 03/01/2016]

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 be registered under section 27(1), (1A) or (1B).

[Act 36 of 2014 wef 03/01/2016]

(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) Notwithstanding anything in this section and section 27, if the name of a company is, whether through inadvertence or otherwise or whether originally or by a change of name —

(a) a name that is not permitted to be registered under section 27(1)(a), (b) or (d);

(b) a name that is not permitted to be registered under section 27(1A) until the expiry of the relevant period referred to in that section;

(c) a name that is permitted to be registered under section 27(1B) only after the expiry of the relevant period referred to in that section;

(d) a name that so nearly resembles the name of another company, or a corporation, limited liability partnership, limited partnership or a registered business name of any person as to be likely to be mistaken for it; or

(e) 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), (c), (d) or (e) 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.

[Act 36 of 2014 wef 03/01/2016]

(3AA) The Registrar shall not direct a change of name under subsection (3) on the ground that the name of the company could not be registered without contravention of section 27(1)(c).

[Act 36 of 2014 wef 03/01/2016]

(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)(d) unless the Registrar receives the application within 12 months from the date of change of name of the company.

[12/2002]

[Act 36 of 2014 wef 03/01/2016]

(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) [Deleted by Act 36 of 2014 wef 03/01/2016]

(3D) An appeal to the Minister against the following decisions of the Registrar that are made on or after the date of commencement of section 23 of the Companies (Amendment) Act 2014 may be made by the following persons within the following times:

(a) in the case of the Registrar’s decision under subsection (3), by the company aggrieved by the decision within 30 days after the decision; and

(b) in the case of the Registrar’s refusal to give a direction to a company under subsection (3) pursuant to an application under subsection (3A), by the applicant aggrieved by the refusal within 30 days after being informed of the refusal.

[Act 36 of 2014 wef 03/01/2016]

(3DA) The decision of the Minister on an appeal made under subsection (3D) is final. [Act 36 of 2014 wef 03/01/2016]

(3E) For the avoidance of doubt, where the Registrar makes a decision under subsection (3) or the Minister makes a decision under subsection (3DA), the Registrar or the Minister, as the case may be, shall accept as correct any decision of the Court to grant an injunction referred to in subsection (3)(e).

[Act 36 of 2014 wef 03/01/2016]

(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 confirming the incorporation of the company under the new name.

[12/2002]

[Act 36 of 2014 wef 03/01/2016]

(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 names of limited companies, other than companies registered under Charities Act

29.—(1) Where it is proved to the satisfaction of the Registrar 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 Registrar 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]

[Act 36 of 2014 wef 03/01/2016]

(2) Where it is proved to the satisfaction of the Registrar —

(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 Registrar 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]

[Act 36 of 2014 wef 03/01/2016]

(3) The Registrar may grant his approval on such conditions as the Registrar thinks fit, and those conditions shall be binding on the company and shall, if the Registrar so directs, be inserted in the constitution of the company and the constitution may by special resolution be altered to give effect to any such direction.

[Act 36 of 2014 wef 03/01/2016]

(4) Where the constitution of a company includes, as a result of a direction of the Registrar given pursuant to subsection (3) or pursuant to any corresponding previous written law, a provision that the constitution 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 constitution.

[Act 36 of 2014 wef 03/01/2016]

(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 Registrar 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 Registrar shall give to the company notice in writing of his intention and shall afford it an opportunity to be heard.

[12/2002]

[Act 36 of 2014 wef 03/01/2016]

(6A) If the Registrar is of the opinion that a company has ceased to satisfy the conditions of approval granted under subsection (1) or (2), the Registrar may revoke the approval.

[Act 36 of 2014 wef 03/01/2016]

(7) Where the approval of the Registrar under this section is revoked, the constitution of the company may be altered by special resolution so as to remove any provision in or to the effect that the constitution may be altered only with the consent of the Minister.

[Act 36 of 2014 wef 03/01/2016]

(8) Notice of any approval under this section shall be given by the Registrar to the company or, in the case of a proposed limited company, to the applicant for the approval.

[Act 36 of 2014 wef 03/01/2016]

(8A) An appeal to the Minister against a decision of the Registrar under subsection (1) or (2) may be made by the following persons within the following times:

(a) in the case of a decision made by the Registrar under subsection (1), by the promoter of the proposed limited company within 30 days after the notice is given by the Registrar under subsection (8); or

(b) in the case of a decision made by the Registrar under subsection (2), by the company within 30 days after the notice is given by the Registrar under subsection (8).

[Act 36 of 2014 wef 03/01/2016]

(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]

(10) This section shall not apply to a limited company that is registered as a charity under the Charities Act (Cap. 37).

[Act 36 of 2014 wef 03/01/2016]

(11) Any approval of the Minister and any condition of the Minister’s approval that was in force immediately before the appointed day for a company —

(a) to be registered without the word “Limited” or “Berhad” to its name; or

(b) to change its name to one which does not contain the word “Limited” or “Berhad”,

shall on or after the appointed day be treated as the approval of the Registrar and condition of the Registrar’s approval.

[Act 36 of 2014 wef 03/01/2016]

(12) Any reference to the Minister’s approval in any condition of approval that was in force immediately before the appointed day that was inserted in the constitution of a company pursuant to a direction of the Minister under section 29(3) in force immediately before the appointed day shall, on or after the appointed day, be read as a reference to the Registrar.

[Act 36 of 2014 wef 03/01/2016]

(13) A reference to a direction of the Minister in subsections (3) and

(4) in force immediately before the appointed day shall, on or after the appointed day, be read as a direction of the Registrar.

[Act 36 of 2014 wef 03/01/2016]

(14) In this section, “appointed day” means the date of commencement of section 24 of the Companies (Amendment) Act 2014.

[Act 36 of 2014 wef 03/01/2016]

[Act 36 of 2014 wef 03/01/2016]

Omission of “Limited” or “Berhad” in names of companies registered under Charities Act

29A.—(1) Notwithstanding section 28(1) and (2) but subject to section 28(3) to (6), a limited company registered as a charity under the Charities Act (Cap. 37) (referred to in this section as charitable company) may change its name to omit the word “Limited” or “Berhad” from its name.

(2) A charitable company that proposes to change its name to omit the word “Limited” or “Berhad” from its name shall —

(a) alter its constitution to reflect the change of name; and

(b) file the prescribed form with the Registrar, together with a copy of the special resolution authorising the change of name.

(3) Upon receipt of the prescribed form referred to in subsection (2)(b), the Registrar shall —

(a) register the name of the charitable company with the omission of the word “Limited” or “Berhad” from its name; and

(b) issue to the company a notice of incorporation of the company under the new name.

(4) Upon issue of the notice under subsection (3)(b) —

(a) the change of name shall become effective; and

(b) the charitable company shall be exempted from the provisions of this Act relating to the use of the word “Limited” or “Berhad” as part of the name.

(5) If the Registrar is satisfied that a charitable company that is registered with the omission of the word “Limited” or “Berhad” from its name under this section has ceased to be a charitable company, the Registrar shall enter the word “Limited” or “Berhad” at the end of the name of the company and upon notice of that fact being given to the company, the exemption under subsection (4)(b) shall cease.

[Act 36 of 2014 wef 03/01/2016]

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 confirming the incorporation of the company with the new status.

[12/2002]

[Act 36 of 2014 wef 03/01/2016]

(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 constitution of the company as are necessary to bring the constitution into conformity with the requirements of this Act relating to the constitution of a company of the status sought; and

[Act 36 of 2014 wef 03/01/2016]

(iii) [Deleted by Act 36 of 2014 wef 03/01/2016]

(iv) [Deleted by Act 36 of 2014 wef 03/01/2016]

(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 constitution of the company is altered or added to — a copy of the constitution as altered; and

[Act 36 of 2014 wef 03/01/2016]

(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 registered qualified individual 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 registered qualified individual 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]

[Act 36 of 2014 wef 03/01/2016]

(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) a copy of a special resolution —

(i) determining to convert to a private company and specifying an appropriate alteration to its name; and

(ii) altering the provisions of its constitution so far as is necessary to impose the restrictions and limitations referred to in section 18(1);

(b) a list of persons holding shares in the company in the prescribed form; and

(c) such other information relating to the company or its members and officers as may be prescribed.

[Act 36 of 2014 wef 03/01/2016]

Change from private to public company

(2) A private company may, subject to its constitution, 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 constitution of such company shall cease to form part of the constitution.

[12/2002; 5/2004] [Act 36 of 2014 wef 03/01/2016]

(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 public company referred to in subsection (2) shall, within 14 days after 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.

[Act 36 of 2014 wef 03/01/2016]

(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 confirming the incorporation of the company with the new status.

[12/2002]

[Act 36 of 2014 wef 03/01/2016]

[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 constitution of the company;

(b) [Deleted by Act 5 of 2004]

(c) the constitution 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]

[Act 36 of 2014 wef 03/01/2016]

(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]

(3) [Deleted by Act 5 of 2004]

(4) 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 constitution 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]

[Act 36 of 2014 wef 03/01/2016]

[UK, 1948, s. 29; Aust., 1961, s. 27]

Alterations of objects in constitution

33.—(1) Subject to this section, a company may by special resolution alter the provisions of its constitution with respect to the objects of the company, if any.

[5/2004]

[Act 36 of 2014 wef 03/01/2016]

(2) Where a company proposes to alter its constitution, with respect to the objects of the company, it shall give 21 days’ written notice by post or by electronic communications in accordance with section 387A or 387C, specifying the intention to propose the resolution as a special resolution and to submit it for passing at a meeting of the company to be held on a day specified in the notice.

[Act 36 of 2014 wef 03/01/2016]

(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 shares held as treasury shares shall be disregarded.

[21/2005]

[Act 36 of 2014 wef 01/07/2015]

(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]

(7) On compliance by a company with subsection (9), the alteration, if any, of the objects shall take effect.

(8) For the avoidance of doubt, a reference in this section to the alteration of any provision of the constitution 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]

[Act 36 of 2014 wef 03/01/2016] [UK, 1948, s. 5; UK, Treasury Shares, Sch., para. 1; Aust., 1961, s. 28]

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

34.—(1) Where the constitution 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, by special resolution, amend its constitution to remove that provision.

[9/2006]

[Act 36 of 2014 wef 03/01/2016]

(2) Where the constitution of a company contains a provision to the effect that its constitution 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 constitution to remove that provision.

[9/2006] [Act 36 of 2014 wef 03/01/2016]

Regulations for company

35.—(1) Subject to this section, a company’s constitution shall contain the regulations for the company.

(2) Subsection (1) does not apply to a company limited by shares that was incorporated before the date of commencement of section 29 of the Companies (Amendment) Act 2014.

(3) Notwithstanding subsection (2), where immediately before the date of commencement of section 29 of the Companies (Amendment) Act 2014, regulations were in force for a company, whether the regulations were prescribed in the company’s registered articles, or were applicable in lieu of or in addition to the company’s registered articles by virtue of section 36(2) in force before that date, such regulations shall be deemed to be the regulations for the company contained in the company’s constitution for the purposes of subsection (1) until such time as the constitution of the company is amended to replace or amend those regulations.

[Act 36 of 2014 wef 03/01/2016]

Model constitution

36.—(1) The Minister may prescribe model constitutions for — (a) private companies; and

(b) companies limited by guarantee,

(referred to in this section and section 37 as specified companies).

(2) Different model constitutions may be prescribed for different descriptions of specified companies.

[Act 36 of 2014 wef 03/01/2016]

Adoption of model constitution

37.—(1) A specified company may adopt as its constitution the whole or any part of the model constitution prescribed under section 36(1) for the type of company to which it belongs.

(2) A specified company may in its constitution adopt the whole model constitution for the type of company to which it belongs by reference to the title of the model constitution.

(3) Where a specified company adopts the whole model constitution for the type of company to which it belongs, the specified company may choose —

(a) to adopt the model constitution as in force at the time of adoption; or

(b) to adopt the model constitution as may be in force from time to time, in which case the model constitution for the type of company to which the specified company belongs that is for the time being in force shall, so far as applicable, be the constitution for that specified company.

(4) A copy of the constitution of a specified company shall be submitted to the Registrar, in accordance with section 19(1), where the specified company —

(a) adopts only part of the model constitution for the type of company to which it belongs;

(b) includes provisions additional to those in the model constitution; or

(c) includes object clauses as part of its constitution.

[Act 36 of 2014 wef 03/01/2016]

As to constitution of companies limited by guarantee

38.—(1) In the case of a company limited by guarantee, every provision in the constitution 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]

[Act 36 of 2014 wef 03/01/2016]

(2) For the purposes of the provisions of this Act relating to the constitution of a company limited by guarantee and of this section, every provision in the constitution 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]

[Act 36 of 2014 wef 03/01/2016]

[UK, 1948, s. 21; Aust., 1961, s. 32]

Effect of constitution

39.—(1) Subject to this Act, the constitution of a company shall when registered bind the company and the members thereof to the same extent as if it 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 constitution.

[Act 36 of 2014 wef 03/01/2016]

(2) All money payable by any member to the company under the constitution shall be a debt due from him to the company. [Act 36 of 2014 wef 03/01/2016]

As to effect of alterations on members who do not consent

(3) Notwithstanding anything in the constitution 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 constitution 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.

[Act 36 of 2014 wef 03/01/2016]

[UK, 1948, ss. 20, 22; Aust., 1961, s. 33]

Copies of constitution

40.—(1) A company shall, on being so required by any member, send to him a copy of the constitution, if any, subject to payment of $5 or such lesser sum as is fixed by the directors.

[Act 36 of 2014 wef 03/01/2016]

(2) Where an alteration is made in the constitution of a company, a copy of the constitution 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 constitution and the particular clauses affected are indicated in ink.

[Act 36 of 2014 wef 03/01/2016]

(3) [Omitted]

(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.

[Act 36 of 2014 wef 03/01/2016]

[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 constitution, 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.

[Act 36 of 2014 wef 03/01/2016]

[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 registered qualified individual authorised by the company,

[Act 36 of 2014 wef 03/01/2016]

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 registered qualified individual authorised by the company,

[Act 36 of 2014 wef 03/01/2016]

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 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]

[Act 36 of 2014 wef 03/01/2016]

[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 constitution 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]

[Act 36 of 2014 wef 03/01/2016]

(7) A company may —

(a) at any time before —

(i) the date it is required under section 197(4) in force immediately before the commencement of section 111 of the Companies (Amendment) Act 2014 to lodge its first annual return after 30th January 2006; or

[Act 36 of 2014 wef 03/01/2016]

(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 by private companies

63.—(1) A private company may allot new shares, other than a deemed allotment, by lodging with the Registrar a return of the allotment in the prescribed form, which shall include the following particulars:

(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;

(c) the amount (if any) unpaid on each share referred to in paragraph (b);

(d) 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

(e) 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 each of its members.

(2) An allotment of shares, other than a deemed allotment, by a private company on or after the date of commencement of section 32 of the Companies (Amendment) Act 2014 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).

(3) In this section and section 63A, “deemed allotment” means an issue of shares without formal allotment to subscribers to the constitution.

[Act 36 of 2014 wef 03/01/2016]

Return as to allotments by public companies

63A.—(1) Where a public 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;

(c) the amount (if any) unpaid on each share referred to in paragraph (b);

(d) 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

(e) 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 each of the 50 members who, following the allotment, hold the most number of shares in the company (excluding treasury shares).

(2) A return of allotment referred to in subsection (1) by a public company, the shares of which are listed on a securities exchange in Singapore or any securities exchange outside Singapore, need not state the particulars referred to in subsection (1)(e).

(3) If default is made in complying with this section, every officer of the public 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.

[Act 36 of 2014 wef 03/01/2016]

Lodgment of documents in relation to allotment

63B.—(1) Where shares are allotted by a company 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 of allotment the contract evidencing the entitlement of the allottee or a copy of any such contract certified as prescribed.

(2) 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.

(3) 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 constitution; 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 Registrar the document specified in subsection (4) within the time specified in subsection (5).

(4) The document referred to in subsection (3) is —

(a) a statement of prescribed particulars; or

(b) in lieu of the statement, where the shares are allotted pursuant to a scheme of arrangement approved by the Court under section 210, a copy of the order of the Court.

(5) The company must lodge the document specified in subsection (4) at the same time and together with the return of allotment.

(6) If default is made in complying with this section, every officer of a company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.

[Act 36 of 2014 wef 03/01/2016]

Notice of increase in total amount paid up on shares

63C. Where a private company issues any partly paid or unpaid share of any class and the company subsequently receives all or any part of the unpaid amount with respect to the share, the company shall lodge with the Registrar a notice in the prescribed form with respect to the total amount of such payments and the increase in the total amount paid up on the relevant class of shares within 14 days after the payment.

[Act 36 of 2014 wef 03/01/2016]

Rights and powers attaching shares

64.—(1) Subject to subsections (2) and (3), sections 21 and 76J, and any written law to the contrary, a share in a company confers on the holder of the share the right to one vote on a poll at a meeting of the company on any resolution.

(2) A company’s constitution 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.

(3) Subject to subsection (4) and section 64A, a right specified in subsection (1) may be negated, altered, or added to by the constitution of the company.

(4) Notwithstanding subsection (3), the right of a holder of a specified share of a company to at least one vote on a poll at a meeting of the company on the following resolutions may not be negated or altered:

(a) a resolution to wind up the company voluntarily under section 290; or

(b) a resolution to vary any right attached to a specified share and conferred on the holder.

(5) In subsection (4), “specified share” means a share in the company, by whatever name called which, but for that subsection, does not entitle the holder thereof to the right to vote at a general meeting of the company.

(6) This section shall not operate so as to limit or derogate from the rights of any person under section 74.

[Act 36 of 2014 wef 03/01/2016]

Issue of shares with different voting rights by public company

64A.—(1) Different classes of shares in a public company may be issued only if —

(a) the issue of the class or classes of shares is provided for in the constitution of the public company; and

(b) the constitution of the public company sets out in respect of each class of shares the rights attached to that class of shares.

(2) Without limiting subsection (1) but subject to the conditions of subsection (1)(a) and (b), shares in a public company may —

(a) confer special, limited, or conditional voting rights; or

(b) not confer voting rights.

(3) Notwithstanding anything in subsection (1) or (2), a public company shall not undertake any issuance of shares in the public company that confers special, limited or conditional voting rights, or that confers no voting rights unless it is approved by the members of the public company by special resolution.

(4) Where a public company has one or more classes of shares that confer special, limited or conditional voting rights, or that confer no voting rights, the notice of any general meeting required to be given to a person entitled to receive notice of the meeting must specify the special, limited or conditional voting rights, or the absence of voting rights, in respect of each such class of shares.

(5) This section shall not operate so as to limit or derogate from the rights of any person under section 74.

(6) Nothing in this section shall affect the right of a private company, subject to its constitution, to issue shares of different classes, including shares conferring special, limited or conditional voting rights or no voting rights, as the case may be.

[Act 36 of 2014 wef 03/01/2016]

Differences in calls and payments, etc.

65.—(1) A company if so authorised by its constitution 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.

[Act 36 of 2014 wef 03/01/2016]

[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.

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 29 December 1967 shall, in the 2-year period after the date of commencement of section 34 of the Companies (Amendment) Act 2014, be entitled to surrender it for cancellation and to have his name entered in the register of members.

[Act 36 of 2014 wef 01/07/2015]

(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 29 December 1967 in respect of the shares therein specified without the warrant being surrendered and cancelled.

[Act 36 of 2014 wef 01/07/2015]

(4) A company shall cancel any share warrant which is issued by a company before 29 December 1967 that is unaccounted for by the expiry of the 2-year period referred to in subsection (2), and the company shall not be responsible for any loss incurred by any person by reason of such cancellation.

[Act 36 of 2014 wef 01/07/2015]

Use of share capital to pay expenses incurred in issue of new shares

67.—(1) A company may use its share capital to pay any expenses (including brokerage or commission) incurred directly in the issue of new shares.

(2) A payment made under subsection (1) shall not be taken as reducing the amount of share capital of the company.

[Act 36 of 2014 wef 01/07/2015]

Issue of shares for no consideration

68. A company having a share capital may issue shares for which no consideration is payable to the issuing company.

[Act 36 of 2014 wef 01/07/2015]

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 constitution, 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 constitution.

[Act 36 of 2014 wef 03/01/2016]

(2) [Deleted by Act 36 of 2014 wef 01/07/2015]

(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) For the avoidance of doubt, shares redeemed out of proceeds of a fresh issue of shares issued for the purpose of redemption shall not be treated as having been redeemed out of the capital of the company. [Act 36 of 2014 wef 03/01/2016]

(6) A private company may redeem any redeemable preference shares by lodging a prescribed notice of redemption with the Registrar.

[Act 36 of 2014 wef 03/01/2016]

(7) A redemption of any redeemable preference shares by a private company on or after the date of commencement of section 36 of the Companies (Amendment) Act 2014 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).

[Act 36 of 2014 wef 03/01/2016]

(8) If a public company redeems any redeemable preference shares, it shall within 14 days after doing so give notice thereof to the Registrar specifying the shares redeemed.

[Act 36 of 2014 wef 03/01/2016]

Power of company to alter its share capital

71.—(1) Subject to subsections (1B) and (1C), a company, if so authorised by its constitution, 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]

[Act 36 of 2014 wef 03/01/2016]

(1A) A public company which alters its share capital may lodge with the Registrar a notice of the alteration in the prescribed form.

[Act 36 of 2014 wef 03/01/2016]

(1B) A private company may alter its share capital by lodging a notice of alteration in the prescribed form with the Registrar.

[Act 36 of 2014 wef 03/01/2016]

(1C) An alteration of share capital of a private company on or after the date of commencement of section 37 of the Companies (Amendment) Act 2014 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).

[Act 36 of 2014 wef 03/01/2016]

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 constitution 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]

[Act 36 of 2014 wef 03/01/2016]

[Aust., 1961, s. 63]

Redenomination of shares

73.—(1) A company having a share capital may by ordinary resolution convert its share capital or any class of shares from one currency to another currency.

(2) A resolution under this section may authorise a company having a share capital to redenominate its share capital —

(a) on more than one occasion; and

(b) at a specified time or under specified circumstances.

(3) The redenomination must be made at a spot rate of exchange specified in the resolution.

(4) The rate referred to in subsection (3) must be either —

(a) a rate prevailing on a day specified in the resolution; or

(b) a rate determined by taking the average of rates prevailing on each consecutive day of a period specified in the resolution.

(5) The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed.

(6) A resolution under this section may specify conditions which must be met before the redenomination takes effect.

(7) Redenomination in accordance with a resolution under this section takes effect —

(a) on the day on which the resolution is passed; or

(b) on such later day as may be determined in accordance with the resolution.

(8) A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed.

(9) A company’s constitution may exclude or restrict the exercise of a power conferred by this section.

(10) In this section and sections 73A and 73B, “redenomination” means the conversion of share capital or any class of shares from one currency to another.

[Act 36 of 2014 wef 03/01/2016]

Effect of redenomination

73A.—(1) A redenomination of shares shall not affect —

(a) any rights or obligations of members under the company’s constitution or any restrictions affecting members under the company’s constitution; or

(b) any entitlement to dividends (including any entitlement to dividends in a particular currency), voting rights and liability in respect of amounts remaining unpaid on shares (including liability in a particular currency).

(2) For the purposes of subsection (1), the reference to a company’s constitution includes the terms on which any shares of the company are allotted or held.

[Act 36 of 2014 wef 03/01/2016]

Notice of redenomination

73B.—(1) Within 14 days after passing a resolution under section 73, a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination.

(2) The notice must include the following information with respect to the company’s share capital as redenominated by the resolution:

(a) the total number of issued shares in the company;

(b) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the company;

(c) the total amount of the company’s issued share capital; and

(d) for each class of shares —

(i) the particulars specified in subsection (3);

(ii) the total number of issued shares in the class;

(iii) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the class; and

(iv) the total amount of issued share capital of the class.

(3) The particulars referred to in subsection (2)(d)(i) are —

(a) particulars of any voting rights attached to shares in the class, including rights that arise only in certain circumstances;

(b) particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution;

(c) particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution (including on a winding up of the company); and

(d) whether or not shares in the class are redeemable shares.

(4) 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.

[Act 36 of 2014 wef 03/01/2016]

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 constitution 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 total number of 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.

[Act 36 of 2014 wef 03/01/2016]

(1A) For the purposes of subsection (1), any of the company’s issued shares held as treasury shares shall be disregarded.

[21/2005]

[Act 36 of 2014 wef 03/01/2016]

(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 constitution of the company in force at the time the existing preference shares were issued.

[Act 36 of 2014 wef 03/01/2016]

(7) For the purposes of this section, the alteration of any provision in the constitution 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.

[Act 36 of 2014 wef 03/01/2016]

(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]

Conversion of shares

74A.—(1) Subject to this section and sections 64A and 75, a company the share capital of which is divided into different classes of shares may make provision in its constitution to authorise the conversion of one class of shares into another class of shares.

(2) A public company may convert one class of shares (A) into another class of shares (B) by special resolution only if the constitution of the public company —

(a) permits B to be issued; and

(b) sets out the rights attached to B.

(3) A private company may convert shares from one class to another by lodging a notice of conversion in the prescribed form with the Registrar.

(4) A conversion of shares by a private company on or after the date of commencement of section 40 of the Companies (Amendment) Act 2014 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).

(5) Section 74 shall apply where a conversion of shares undertaken by a company involves a variation or an abrogation of the rights attached to any class of shares in the company.

(6) Notwithstanding anything in this section, a share that is not a redeemable preference share when issued cannot afterwards be converted into a redeemable preference share.

[Act 36 of 2014 wef 03/01/2016]

Rights of holders of preference shares to be set out in constitution

75.—(1) No company shall allot any preference shares or convert any issued shares into preference shares unless there are set out in its constitution 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.

[Act 36 of 2014 wef 03/01/2016]

(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 public company or a company whose holding company or ultimate holding company is a public company shall not, whether directly or indirectly, give any financial assistance for the purpose of, or in connection with —

(a) the acquisition by any person, whether before or at the same time as the giving of financial assistance, of —

(i) shares or units of shares in the company; or

(ii) shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company; or

(b) the proposed acquisition by any person of —

(i) shares or units of shares in the company; or

(ii) shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company.

[Act 36 of 2014 wef 01/07/2015]

(1A) Except as otherwise expressly provided by this Act, a company shall not —

(a) 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 or ultimate holding company, as the case may be, of the company; or

(b) 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 or ultimate holding company, as the case may be, of the company.

[Act 36 of 2014 wef 01/07/2015]

(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) (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]

[Act 36 of 2014 wef 01/07/2015]

(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) 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]

[Act 36 of 2014 wef 01/07/2015]

(5) If a company contravenes subsection (1) or (1A), 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]

[Act 36 of 2014 wef 01/07/2015]

(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) or (1A) prohibits —

(a) a distribution of a company’s assets by way of dividends lawfully made;

[Act 36 of 2014 wef 01/07/2015]

(aa) a distribution in the course of a company’s winding up;

[Act 36 of 2014 wef 01/07/2015]

(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;

[Act 36 of 2014 wef 03/01/2016]

(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;

[Act 36 of 2014 wef 03/01/2016]

(k) an allotment of bonus shares;

[Act 36 of 2014 wef 03/01/2016]

(l) a redemption of redeemable shares of a company in accordance with the company’s constitution; or

[Act 36 of 2014 wef 03/01/2016]

(m) the payment of some or all of the costs by a company listed on a securities exchange in Singapore or any securities exchange outside Singapore associated with a scheme, an arrangement or a plan under which any shareholder of the company may purchase or sell shares for the sole purpose of rounding off any odd-lots which he owns,

[Act 36 of 2014 wef 03/01/2016]

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 (1A); or

[Act 36 of 2014 wef 01/07/2015]

(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]

[Act 36 of 2014 wef 01/07/2015]

(8A) For the purposes of subsection (8)(m) —

(a) an “odd-lot” means any amount of shares in the company which is less than the amount of shares constituting a board lot;

(b) a “board lot” means a standard unit of trading of the securities exchange on which the company is listed; and

(c) the reference to “rounding off any odd-lots” includes an act by a shareholder, who owns only odd-lots in a company, disposing all such odd-lots.

[Act 36 of 2014 wef 03/01/2016]

(9) Nothing in subsection (1) or (1A) 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 or ultimate holding company, as the case may be, 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

[Act 36 of 2014 wef 01/07/2015]

(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]

[Act 36 of 2014 wef 01/07/2015]

(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 or ultimate holding company, as the case may be, 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 —

(D) the class and number of shares or units of shares in respect of which the financial assistance was or is to be given;

(E) the consideration paid or payable for those shares or units of shares;

(F) 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]

[Act 36 of 2014 wef 01/07/2015]

(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 or ultimate holding company, as the case may be, 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]

[Act 36 of 2014 wef 01/07/2015]

(9BA) 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 or ultimate holding company, as the case may be, of the company if —

(a) giving the assistance does not materially prejudice —

(i) the interests of the company or its shareholders; or

(ii) the company’s ability to pay its creditors;

(b) the board of directors of the company passes a resolution that —

(i) the company should give the assistance; and

(ii) the terms and conditions under which the assistance is proposed to be given are fair and reasonable to the company;

(c) the resolution sets out in full the grounds for the directors’ conclusions; and

(d) the company lodges with the Registrar a copy of the resolution referred to in paragraph (c).

[Act 36 of 2014 wef 01/07/2015]

(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]

(9CA) A company shall subsection (9BA) if, before directors who voted in subsection (9BA)(c) ceases not give financial assistance under the assistance is given, any of the favour of the resolution under to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company.

[Act 36 of 2014 wef 01/07/2015]

(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 or ultimate holding company, as the case may be, of the company, by —

(a) the passing of a resolution by the board of directors of the company under subsection (9A) or (9BA) for the giving of the financial assistance; or

[Act 36 of 2014 wef 01/07/2015]

(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]

[Act 36 of 2014 wef 01/07/2015]

(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 or ultimate holding company, as the case may be, 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]

[Act 36 of 2014 wef 01/07/2015]

(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) 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;

(G) 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 or ultimate holding company, as the case may be; and

[Act 36 of 2014 wef 01/07/2015]

(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 or ultimate holding company, as the case may be.

[13/87]

[Act 36 of 2014 wef 01/07/2015]

(1A) Subsection (1) shall not apply to a disposition of book-entry securities, but a Court, on being satisfied that a disposition of book-entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1).

[Act 36 of 2014 wef 03/01/2016]

(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), (9BA) 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 or ultimate holding company, as the case may be, 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]

[Act 36 of 2014 wef 01/07/2015]

(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), (9BA) 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]

[Act 36 of 2014 wef 01/07/2015]

(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), (9BA) 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]

[Act 36 of 2014 wef 01/07/2015]

(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), (9BA) 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]

[Act 36 of 2014 wef 01/07/2015]

(13) The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (4) from the liability to have such an order made against him.

(14) If a company makes a contract or engages in a transaction under which it gives financial assistance as mentioned in section 76(1) or lends money as mentioned in section 76(1A)(b), 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]

[Act 36 of 2014 wef 01/07/2015]

(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 constitution.

[38/98; 36/2000]

[Act 36 of 2014 wef 03/01/2016]

(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 20% (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 as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E unless —

(a) the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or

(b) 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.

[Act 36 of 2014 wef 01/07/2015]

(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 20% (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 as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E, unless —

(a) the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or

(b) 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.

[Act 36 of 2014 wef 01/07/2015]

(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 subsections (3), (3B) and (3D), “relevant period” means the period —

(a) commencing from the date of a resolution passed pursuant to section 76C, 76D, 76DA or 76E (as the case may be); and

(b) expiring on the date the next annual general meeting is or is required by law to be held, whichever is the earlier.

[Act 36 of 2014 wef 01/07/2015]

(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) A private company may purchase or acquire any of its shares under section 76C, 76D, 76DA or 76E by lodging the following with the Registrar:

(a) a copy of a resolution referred to in section 76C, 76D, 76DA or 76E; and

(b) a notice of purchase or acquisition in the prescribed form with the following particulars:

(i) the date of the purchase or acquisition;

(ii) the number of shares purchased or acquired;

(iii) the number of shares cancelled;

(iv) the number of shares held as treasury shares;

(v) the company’s issued share capital before the purchase or acquisition;

(vi) the company’s issued share capital after the purchase or acquisition;

(vii) the amount of consideration paid by the company for the purchase or acquisition of the shares;

(viii) whether the shares were purchased or acquired out of the profits or the capital of the company; and

(ix) such other particulars as may be required in the prescribed form.

[Act 36 of 2014 wef 03/01/2016]

(8) A purchase or acquisition by a private company on or after the date of commencement of section 43 of the Companies (Amendment) Act 2014 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).

[Act 36 of 2014 wef 03/01/2016]

(9) Where a public company purchases or acquires shares issued by it under section 76C, 76D, 76DA or 76E —

(a) within 30 days after the passing of a resolution referred to in section 76C, 76D, 76DA or 76E, as the case may be, the directors of the company shall lodge with the Registrar a copy of the resolution;

(b) within 30 days after the purchase or acquisition of the shares, the directors of the company shall lodge a notice of purchase or acquisition in the prescribed form with the following particulars:

(i) the date of the purchase or acquisition;

(ii) the number of shares purchased or acquired;

(iii) the number of shares cancelled;

(iv) the number of shares held as treasury shares;

(v) the company’s issued share capital before the purchase or acquisition;

(vi) the company’s issued share capital after the purchase or acquisition;

(vii) the amount of consideration paid by the company for the purchase or acquisition of the shares;

(viii) whether the shares were purchased or acquired out of the profits or the capital of the company; and

(ix) such other particulars as may be required in the prescribed form; and

(c) 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.

[Act 36 of 2014 wef 03/01/2016]

(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 in Singapore or any securities exchange outside Singapore, may make a purchase or acquisition of its own shares otherwise than on a securities exchange in Singapore or any securities exchange outside Singapore (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]

[Act 36 of 2014 wef 01/07/2015]

(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 shares authorised to be purchased or acquired;

[Act 36 of 2014 wef 01/07/2015]

(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) [Deleted by Act 36 of 2014 wef 01/07/2015]

(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.

(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 constitution, any member of the company may demand a poll on that question; and

[Act 36 of 2014 wef 03/01/2016]

(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 in Singapore or any securities exchange outside Singapore, 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]

[Act 36 of 2014 wef 01/07/2015]

(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.

(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 shares authorised to be purchased or acquired;

[Act 36 of 2014 wef 01/07/2015]

(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]

(1A) A payment referred to in subsection (1)(a) shall include any expenses (including brokerage or commission) incurred directly in the purchase or acquisition by the company of its own shares.

[Act 36 of 2014 wef 01/07/2015]

(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 chief executive officer 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]

[Act 36 of 2014 wef 03/01/2016]

(4) For the purposes of this section, a company is solvent if at the date of the payment referred to in subsection (1) the following conditions are satisfied:

(a) there is no ground on which the company could be found to be unable to pay its debts;

(b) if —

(i) it is intended to commence winding up of the company within the period of 12 months immediately after the date of the payment, the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or

(ii) it is not intended so to commence winding up, the company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of the payment; and

(c) 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, variation or release (as the case may be), become less than the value of its liabilities (including contingent liabilities).

[Act 36 of 2014 wef 01/07/2015]

(5) [Deleted by Act 36 of 2014 wef 01/07/2015]

(6) [Deleted by Act 36 of 2014 wef 01/07/2015]

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

76G.—(1) 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]

[Act 36 of 2014 wef 01/07/2015]

(2) For the purpose of subsection (1), the total amount of the purchase price referred to in that subsection shall include any expenses (including brokerage or commission) incurred directly in the purchase or acquisition of the shares of a company which is paid out of the company’s capital or profits under section 76F(1).

[Act 36 of 2014 wef 01/07/2015]

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) and section 196A (Electronic register 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]

[Act 36 of 2014 wef 03/01/2016]

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 greater or smaller number, 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]

[Act 36 of 2014 wef 01/07/2015]

(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) Subject to subsection (1A), where shares are held by a private company as treasury shares, the 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 any share scheme, whether for employees, directors or other persons;

(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.

[Act 36 of 2014 wef 03/01/2016]

(1A) A private company may cancel or dispose of treasury shares pursuant to subsection (1) by lodging a prescribed notice of the cancellation or disposal of treasury shares with the Registrar together with the prescribed fee.

[Act 36 of 2014 wef 03/01/2016]

(1B) A cancellation or disposal of treasury shares by a private company on or after the date of commencement of section 52 of the Companies (Amendment) Act 2014 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).

[Act 36 of 2014 wef 03/01/2016]

(1C) Where shares are held by a public company as treasury shares, the 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 any share scheme, whether for its employees, directors or other persons;

(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.

[Act 36 of 2014 wef 03/01/2016]

(1D) Where a public company cancels or disposes treasury shares in accordance with subsection (1C), the directors of the company shall lodge with the Registrar a prescribed notice of the cancellation or disposal of treasury shares together with the prescribed fee within 30 days after the cancellation or disposal of treasury shares.

[Act 36 of 2014 wef 03/01/2016]

(2) In subsections (1)(a) and (1C)(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]

[Act 36 of 2014 wef 03/01/2016]

(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) or (1C), as the case may be, sell or transfer the shares to which the notice relates except to that person.

[21/2005]

[Act 36 of 2014 wef 03/01/2016]

(4) The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) or (1C), as the case may be, 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]

[Act 36 of 2014 wef 03/01/2016]

(5) [Deleted by Act 36 of 2014 wef 03/01/2016]

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 constitution or by special resolution, and is approved by the Court;

[Act 36 of 2014 wef 03/01/2016]

(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 constitution may exclude or restrict any power to reduce share capital conferred on the company by this Division.

[21/2005]

[Act 36 of 2014 wef 03/01/2016]

(4) In this Division —

[Deleted by Act 36 of 2014 wef 01/07/2015]

“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]

(5A) This Division shall not apply to any redemption of preference shares issued by a company under section 70(1) which results in a reduction in the company’s share capital.

[Act 36 of 2014 wef 01/07/2015]

(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) [Deleted by Act 36 of 2014 wef 01/07/2015]

(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 does not involve any of the following:

(a) a reduction or distribution of cash or other assets by the company;

(b) a release of any liability owed to the company.

[Act 36 of 2014 wef 01/07/2015]

(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 20 days ending with the resolution date.

[21/2005]

[Act 36 of 2014 wef 01/07/2015]

(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) [Deleted by Act 36 of 2014 wef 01/07/2015]

(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 does not involve any of the following:

(a) a reduction or distribution of cash or other assets by the company;

(b) a release of any liability owed to the company.

[Act 36 of 2014 wef 01/07/2015]

(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 30 days ending with the resolution date; and

[Act 36 of 2014 wef 01/07/2015]

(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]

Informal Consolidation – version in force from 3/1/2016

197 CAP. 50 Companies 2006 Ed.

(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)(c) and the solvency requirements under section 78B(3) (if applicable); and

[Act 36 of 2014 wef 01/07/2015]

(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)(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

[Act 36 of 2014 wef 01/07/2015]

(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)(c) and the solvency requirements (if applicable) under section 78C(3); and

[Act 36 of 2014 wef 01/07/2015]

(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)(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

[Act 36 of 2014 wef 01/07/2015]

(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)(c) and the solvency requirements under section 78B(3) (if applicable); but

[Act 36 of 2014 wef 01/07/2015]

(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)(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;

[Act 36 of 2014 wef 01/07/2015]