Companies Act 1967 - Singapore Statutes Online

Interpretation of this Division

366.—(1) In this Division, unless the contrary intention appears —

“authorised representative”, in relation to a foreign company, means —

(a)	in the case of a foreign company registered before 3 January 2016 — the agent of the foreign company as defined by this section in force immediately before that date; and
(b)	in the case of a foreign company registered on or after 3 January 2016 — the person named in a notice lodged under section 368(1)(e);

“carrying on business” —

(a)	includes the administration, management or otherwise dealing with property situated in Singapore as an agent, a legal personal representative, or a trustee, whether by employees or agents or otherwise; and
(b)	does not exclude activities carried on without a view to any profit. [36/2014]

(2) Despite subsection (1), a foreign company is not to be regarded as carrying on business in Singapore for the reason only that in Singapore it —

(a)	is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute;
(b)	holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs;
(c)	maintains any bank account;
(d)	effects any sale through an independent contractor;
(e)	solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore;
(f)	creates evidence of any debt or creates a charge on movable or immovable property;
(g)	secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts;
(h)	conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time;
(i)	invests any of its funds or holds any property;
(j)	establishes a share transfer or share registration office in Singapore;
(k)	effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore, established under the Monetary Authority of Singapore Act 1970, under an arrangement approved by the Monetary Authority of Singapore; or
(l)	carries on such other activity as the Minister may prescribe. [36/2014]

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