Companies Act - Singapore Statutes Online

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Companies Act
(CHAPTER 50)

Table of Contents

Long Title

Part I PRELIMINARY

1 Short title

2 Division into Parts

3 Repeals

4 Interpretation

5 Definition of subsidiary and holding company

5A Definition of ultimate holding company

5B Definition of wholly owned subsidiary

6 When corporations deemed to be related to each other

7 Interests in shares

Part II ADMINISTRATION OF THIS ACT

8 Registrar of Companies, etc.

8A Inspection of books of corporation

8B Power of Magistrate to issue warrant to seize books

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

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

8E Saving for advocates and solicitors

8F Investigation of certain matters

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

8H Security of information

9 Company auditors and liquidators to be approved by Minister

10 Company auditors

11 Disqualification of liquidators

12 Registers

12A Electronic filing service

12B Rectification of register

13 Enforcement of duty to make returns

14 Relodging of lost registered documents

15 Size, durability and legibility of documents delivered to Registrar

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

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

17 Formation of companies

18 Private company

19 Registration and incorporation

20 Power to refuse registration

21 Membership of holding company

22 Requirements as to memorandum

Division 2 — Powers

23 Powers of a company

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

25 Ultra vires transactions

26 General provisions as to alteration of memorandum

27 Names of companies

28 Change of name

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

30 Registration of unlimited company as limited company, etc.

31 Change from public to private company

32 Default in complying with requirements as to private companies

33 Alterations of objects in memorandum

34 Alteration of memorandum by company to which section 14 of Residential Property Act applies

35 Articles of association

36 Adoption of Table A in Fourth Schedule

37 Alteration of articles

38 As to memorandum and articles of companies limited by guarantee

39 Effect of memorandum and articles

40 Copies of memorandum and articles

41 Ratification by company of contracts made before incorporation

42 Prohibition of carrying on business with fewer than statutory minimum of members

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

43 Requirement to issue form of application for shares or debentures with a prospectus

44 As to invitations to the public to lend money to or to deposit money with a corporation

45 Contents of prospectuses

46 Exemption from requirements as to form and content of prospectus

47 Abridged prospectus for renounceable rights issues

48 Certain advertisements deemed to be prospectuses

49 As to retention of over-subscriptions in debenture issues

50 Registration of prospectus

51 Exemption for certain governmental and international corporations as regards the signing of a copy of prospectus by all directors

52 Document containing offer of shares for sale deemed prospectus

53 Allotment of shares and debentures where prospectus indicates application to list on stock exchange

54 Expert’s consent to issue of prospectus containing statement by him

55 Civil liability for mis-statements in prospectus

56 Criminal liability for untrue statement in prospectus

Division 2 — Restrictions on allotment and commencement of business

57 Prohibition of allotment unless minimum subscription received

58 Application and moneys to be held by the company in trust in a separate bank account until allotment

59 Restriction on allotment in certain cases

60 Requirements as to statements in lieu of prospectus

61 Restrictions on commencement of business in certain circumstances

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

Division 3 — Shares

63 Return as to allotments

64 As to voting rights of equity shares in certain companies

65 Differences in calls and payments, etc.

66 Share warrants

67 Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.

68 Power to issue shares at a discount

69 Issue of shares at premium

69A Relief from section 69

69B Merger relief

69C Relief from section 69 in respect of group reconstruction

69D Retrospective relief from section 69 in certain circumstances

69E Provisions supplementary to sections 69B and 69C

69F Power to make provision extending or restricting relief from section 69

70 Redeemable preference shares

71 Power of company to alter its share capital

72 Validation of shares improperly issued

73 Special resolution for reduction of share capital

74 Rights of holders of classes of shares

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

76 Company financing dealings in its shares, etc.

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

77 Options over unissued shares

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

Division 4 — Substantial shareholdings

79 Application and interpretation of Division

80 Persons obliged to comply with Division

81 Substantial shareholdings and substantial shareholders

82 Substantial shareholder to notify company of his interests

83 Substantial shareholder to notify company of change in his interests

84 Person who ceases to be substantial shareholder to notify company

85 References to operation of section 7

86 Persons holding shares as trustees

87 Registrar may extend time for giving notice under this Division

88 Company to keep register of substantial shareholders

89 Offences against certain sections

90 Defence to prosecutions

91 Powers of Court with respect to defaulting substantial shareholders

92 Power of company to require disclosure of beneficial interest in its voting shares

Division 5 — Debentures

93 Register of debenture holders and copies of trust deed

94 Specific performance of contracts

95 Perpetual debentures

96 Reissue of redeemed debentures

97 Qualifications of trustee for debenture holders

98 Retirement of trustees

99 Contents of trust deed

100 Power of Court in relation to certain irredeemable debentures

101 Duties of trustees

102 Powers of trustee to apply to Court for directions, etc.

103 Obligations of borrowing corporation

104 Obligation of guarantor corporation to furnish information

105 Loans and deposits to be immediately repayable on certain events

106 Liability of trustees for debenture holders

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

106A Interpretation

106B Offer made by or to certain persons or under certain circumstances

106C Offer made to certain institutions or persons

106D Offer to sophisticated investors

106E Circumstances in which a prospectus is not required on first sale of shares or debentures acquired pursuant to exemptions in section 106C or 106D

106F Stock exchange offer

106G Offer of international debentures

106H Offer of debentures made by the Government or international financial institutions

106I Reporting requirements

106J Revocation of exemption

106K Power to conduct investigations

106L Transactions under exempted offers subject to Division II of Part XII of this Act and Part IX of Securities Industry Act

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

107 Interpretation of this Division

108 Approved deeds

109 Approval of deeds

110 Approval of trustees

111 Covenants to be included in deeds

112 Interests to be issued by companies only

113 Statement to be issued

114 No issue without approved deed

115 Register of interest holders

116 Returns, information, etc., relating to interests

117 Penalty for contravention of Division, etc.

118 Winding up of schemes, etc.

119 Power to exempt from compliance with Division and non-application of Division in certain circumstances

120 Liability of trustees

Division 7 — Title and transfers

121 Nature of shares

122 Numbering of shares

123 Certificate to be evidence of title

124 Company may have duplicate common seal

125 Loss or destruction of certificates

126 Instrument of transfer

127 Registrations of transfer at request of transferor

128 Notice of refusal to register transfer

129 Certification of transfers

130 Duties of company with respect to issue of certificates

Division 8 — Registration of charges

131 Registration of charges

132 Duty to register charges

133 Duty of company to register charges existing on property acquired

134 Register of charges to be kept by Registrar

135 Endorsement of certificate of registration on debentures

136 Entries of satisfaction and release of property from charge

137 Extension of time and rectification of register of charges

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

139 Documents made out of Singapore

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

141 Application of Division

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

142 Registered office of company

143 Office hours

144 Publication of name

Division 2 — Directors and officers

145 Directors

146 Restrictions on appointment or advertisement of director

147 Qualification of director

148 Disqualifications of undischarged bankrupts

149 Disqualification of unfit directors of insolvent companies

150 Appointment of directors to be voted on individually

151 Validity of acts of directors and officers

152 Removal of directors

153 Age limit for directors

154 Disqualification to act as director on conviction for certain offences

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

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

157 As to the duty and liability of officers

158 (Repealed)

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

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

160A Substantial property transactions

160B Exceptions from section 160A

160C Liability arising from contravention of section 160A

160D Interpretation

161 Approval of company required for issue of shares by directors

162 Loans to directors

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

164 Register of director’s share holdings

164A Power to require disclosure of directors’ emoluments

165 General duty to make disclosure

166 Duty of director to notify stock exchange of acquisition, etc., of its securities

167 (Repealed)

168 Payments to director for loss of office, etc.

169 Provision and improvement of director’s emoluments

170 Provisions as to assignment of office

171 Secretary

172 Provisions indemnifying directors or officers

173 Register of directors, managers, secretaries and auditors

Division 3 — Meetings and proceedings

174 Statutory meeting and statutory report

175 Annual general meeting

176 Convening of extraordinary general meeting on requisition

177 Calling of meetings

178 Articles as to right to demand a poll

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

180 As to member’s rights at meetings

181 Proxies

182 Power of Court to order meeting

183 Circulation of members’ resolutions, etc.

184 Special resolutions

185 Resolution requiring special notice

186 Registration and copies of certain resolutions and agreements

187 Resolutions at adjourned meetings

188 Minutes of proceedings

189 Inspection of minute books

Division 4 — Register of members

190 Register and index of members

191 Where register to be kept

192 Inspection and closing of register

193 Consequences of default by agent

194 Power of Court to rectify register

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

196 Branch registers

Division 5 — Annual return

197 Annual return by a company having a share capital

198 Exemption from filing list of members with annual return for certain public companies

Part VI ACCOUNTS AND AUDIT

Division 1 — Accounts

199 Accounting records and systems of control

200 As to accounting periods of companies within the same group

201 Accounts, consolidated accounts and directors’ report

201A Consolidated accounts not to be issued, etc., until receipt of accounts of subsidiaries

201B Audit committees

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

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

204 Penalty

Division 2 — Audit

205 Appointment and remuneration of auditors

206 Auditors’ remuneration

207 Powers and duties of auditors as to reports on accounts

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

209 Duties of auditors to trustee for debenture holders

209A Interpretation

209B Application of amendments made to sections 201 to 204 and 207 and new sections 201A and 209A

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND TAKE-OVERS

210 Power to compromise with creditors and members

211 Information as to compromise with creditors and members

212 Provisions for facilitating reconstruction and amalgamation of companies

213 Take-over offers

214 Variation of take-over offers

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

216 Remedies in cases of oppression or injustice

Part VIII RECEIVERS AND MANAGERS

217 Disqualification for appointment as receiver

218 Liability of receiver

219 Power of Court to fix remuneration of receivers or managers

220 Appointment of liquidator as receiver

221 Notification of appointment of receiver

222 Statement that receiver appointed

223 Provisions as to information where receiver or manager appointed

224 Special provisions as to statement submitted to receiver

225 Lodging of accounts of receivers and managers

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

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

Part IX JUDICIAL MANAGEMENT

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

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

227C Effect of application for a judicial management order

227D Effect of judicial management order

227E Notification of judicial management order

227F Vacancy in appointment of judicial manager

227G General powers and duties of judicial manager

227H Power to deal with charged property, etc.

227I Agency and liability for contracts

227J Vacation of office and release

227K Information to be given by and to judicial manager

227L Company’s statement of affairs

227M Statement of proposals

227N Consideration of proposals by creditors’ meeting

227O Committee of creditors

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

227Q Duty to apply for discharge of judicial management order

227R Protection of interests of creditors and members

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

227T Undue preference in case of judicial management

227U Delivery and seizure of property

227V Duty to co-operate with judicial manager

227W Inquiry into company’s dealings, etc.

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

Part IX INVESTIGATIONS

228 Application of this Part

229 Interpretation

230 Power to declare company or foreign company

231 Appointment of inspectors for declared companies

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

233 As to reports of inspectors

234 (Repealed)

235 Investigation of affairs of related corporation

236 Procedure and powers of inspector

237 As to costs of investigations

238 Report of inspector to be admissible in evidence

239 Powers of inspector in relation to a declared company

240 Suspension of actions and proceedings by declared company

241 Winding up of company

242 Penalties

243 Appointment and powers of inspectors to investigate ownership of company

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

245 Power to impose restrictions on shares or debentures

246 Inspectors appointed in other countries

Part X WINDING UP

Division 1 — Preliminary

247 Modes of winding up

248 Application of this Division

249 Government bound by certain provisions

250 Liability as contributories of present and past members

251 Nature of liability of contributory

252 Contributories in case of death of member

Division 2 — Winding up by Court

Subdivision 1 General

253 Application for winding up

254 Circumstances in which company may be wound up by Court

255 Commencement of winding up

256 Payment of preliminary costs, etc.

257 Powers of Court on hearing petition

258 Power to stay or restrain proceedings against company

259 Avoidance of dispositions of property, etc.

260 Avoidance of certain attachments, etc.

261 Petition to be lis pendens

262 Copy of order to be lodged, etc.

Subdivision 2 Liquidators

263 Appointment, style, etc., of liquidators

264 Provisions where person other than Official Receiver is appointed liquidator

265 Control of unofficial liquidators by Official Receiver

266 Control of Official Receiver by Minister

267 Provisional liquidator

268 General provisions as to liquidators

269 Custody and vesting of company’s property

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

271 Report by liquidator

272 Powers of liquidator

273 Exercise and control of liquidator’s powers

274 Payment by liquidator into bank

275 Release of liquidators and dissolution of company

276 As to orders for release or dissolution

Subdivision 3 Committees of inspection

277 Meetings to determine whether committee of inspection to be appointed

278 Constitution and proceedings of committee of inspection

Subdivision 4 General powers of Court

279 Power to stay winding up

280 Settlement of list of contributories and application of assets

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

282 Appointment of special manager

283 Claims of creditors and distribution of assets

284 Inspection of books by creditors and contributories

285 Power to summon persons connected with company

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

287 Power to arrest absconding contributory, director or former director

288 Delegation to liquidator of certain powers of Court

289 Powers of Court cumulative

Division 3 — Voluntary winding up

Subdivision 1 Introductory

290 Circumstances in which company may be wound up voluntarily

291 Provisional liquidator

292 Effect of voluntary winding up

293 Declaration of solvency

Subdivision 2 Provisions applicable only to members’ voluntary winding up

294 Liquidator

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

Subdivision 3 Provisions applicable only to creditors’ voluntary winding up

296 Meeting of creditors

297 Liquidator

298 Committee of inspection

299 Property and proceedings

Subdivision 4 Provisions applicable to every voluntary winding up

300 Distribution of property of company

301 Appointment of liquidator

302 Removal of liquidator

303 Review of liquidator’s remuneration

304 Act of liquidator valid, etc.

305 Powers and duties of liquidator

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

307 Annual meeting of members and creditors

308 Final meeting and dissolution

309 Arrangement when binding on creditors

310 Application to Court to have questions determined or powers exercised

311 Costs

312 Limitation on right to wind up voluntarily

Division 4 — Provisions applicable to every mode of winding up

Subdivision 1 General

313 Books to be kept by liquidator

314 Powers of Official Receiver where no committee of inspection

315 Appeal against decision of liquidator

316 Notice of appointment and address of liquidator

317 Liquidator’s accounts

318 Liquidator to make good defaults

319 Notification that a company is in liquidation

320 Books of company

321 Investment of surplus funds on general account

322 Unclaimed assets to be paid to Official Receiver

323 Expenses of winding up where assets insufficient

324 Resolutions passed at adjourned meetings of creditors and contributories

325 Meetings to ascertain wishes of creditors or contributories

326 Special commission for receiving evidence

Subdivision 2 Proof and ranking of claims

327 Proof of debts

328 Priorities

Subdivision 3 Effect on other transactions

329 Undue preference

330 Effect of floating charge

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

332 Disclaimer of onerous property

333 Interpretation

334 Restriction of rights of creditor as to execution or attachment

335 Duties of bailiff as to goods taken in execution

Subdivision 4 Offences

336 Offences by officers of companies in liquidation

337 Inducement to be appointed liquidator

338 Penalty for falsification of books

339 Liability where proper accounts not kept

340 Responsibility for fraudulent trading

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

342 Prosecution of delinquent officers and members of company

Subdivision 5 Dissolution

343 Power of Court to declare dissolution of company void

344 Power of Registrar to strike defunct company off register

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

346 Outstanding assets of defunct company to vest in Official Receiver

347 Outstanding interests in property how disposed of

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

349 Accounts and audit

Division 5 — Winding up of unregistered companies

350 Definition of unregistered company

351 Winding up of unregistered companies

352 Contributories in winding up of unregistered company

353 Power of Court to stay or restrain proceedings

354 Outstanding assets of defunct unregistered company

Part XI VARIOUS TYPES OF COMPANIES, ETC.

Division 1 — Investment companies

355 Interpretation of this Division

356 Restriction on borrowing by investment companies

357 Restriction on investments of investment companies

358 Restriction on underwriting by investment companies

359 Special requirements as to articles and prospectus

360 Not to hold shares in other investment companies

361 Not to speculate in commodities

362 Balance-sheets and accounts

363 Investment fluctuation reserve

364 Penalties

Division 2 — Foreign companies

365 Foreign companies to which this Division applies

366 Interpretation of this Division

367 Power of foreign companies to hold immovable property

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

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

370 As to registered office and agents of foreign companies

371 Transitory provisions

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

373 Balance-sheets

374 As to fee payable on registration of foreign company because of establishment of a share register in Singapore

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

376 Service of notice

377 Cesser of business in Singapore

378 Restriction on use of certain names

379 Branch register

380 Registration of shares in branch register

381 Removal of shares from branch register

382 Index of members, inspection and closing of branch registers

383 Application of provisions of this Act relating to transfer

384 Branch register to be prima facie evidence

385 Certificate as to shareholding

386 Penalties

Part XII GENERAL

Division 1 — Enforcement of this Act

387 Service of documents on company

388 Security for costs

389 As to rights of witnesses to legal representation

390 Disposal of shares of shareholder whose whereabouts unknown

391 Power to grant relief

392 Irregularities

393 Privileged communications

394 Production and inspection of books where offence suspected

395 Form of registers, etc.

396 Inspection of registers

397 Translations of instruments

398 Certificate of incorporation conclusive evidence

399 Court may compel compliance

Division 2 — Offences

400 Restriction on offering shares, debentures, etc., for subscription or purchase

401 False and misleading statement

402 False reports

403 Dividends payable from profits only

404 Fraudulently inducing persons to invest money

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

406 Frauds by officers

407 General penalty provisions

408 Default penalties

409 Proceedings how and when taken

409A Injunctions

409B Investigations by Commercial Affairs Department

Division 3 — Miscellaneous

410 Rules

411 Regulations

Legislative History

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