PART V
MANAGEMENT AND ADMINISTRATION
Division 1 — Office and name
Registered office of company
142.—(1)  A company shall as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which shall be open and accessible to the public for not less than 3 hours during ordinary business hours on each business day.
[15/84]
(2)  If default is made in complying with subsection (1), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
[15/84; 13/87]
[UK, 1948, s. 107; Aust., 1961, s. 111]
Office hours
143.—(1)  Notice in the prescribed form of the situation of the registered office, the days and hours during which it is open and accessible to the public, shall, in the case of a proposed company, be lodged with the Registrar together with its memorandum and its articles, if any, at the time of lodgment for the incorporation of the proposed company and in the case of any subsequent change of the particulars therein be so lodged within 14 days of any such change, but no notice of the days and hours during which the office is open and accessible to the public shall be required if the office is open for at least 5 hours during ordinary business hours on each business day.
[15/84; 40/89]
(1A)  In subsection (1), the word “particulars”, in relation to the situation of the registered office, shall be deemed to include the address and designation of the situation or address of the registered office.
[40/89]
Penalty
(2)  If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
[15/84; 13/87]
[UK, 1948, s. 107; Aust., 1961, s. 112]
Publication of name and registration number
144.—(1)  The name of a company shall appear in legible romanised letters on —
(a)its seal; and
(b)all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, indorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the company.
[5/2004]
(1A)  The registration number of a company shall appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.
[5/2004]
(1B)  A company shall be guilty of an offence if default is made in complying with subsection (1) or (1A).
[5/2004]
(2)  If an officer of a company or any person on its behalf —
(a)uses or authorises the use of any seal purporting to be a seal of the company whereon its name does not so appear;
(b)issues or authorises the issue of any business letter, statement of account, invoice or official notice or publication of the company wherein its name is not so mentioned; or
(c)signs, issues or authorises to be signed or issued on behalf of the company any bill of exchange, promissory note, cheque or other negotiable instrument or any indorsement, order, receipt or letter of credit wherein its name is not so mentioned,
he shall be guilty of an offence, and where he has signed, issued or authorised to be signed or issued on behalf of the company any bill of exchange, promissory note or other negotiable instrument or any indorsement thereon or order wherein that name is not so mentioned, he shall in addition be liable to the holder of the instrument or order for the amount due thereon unless it is paid by the company.
Name to be displayed on all offices
(3)  (Deleted by Act 5 of 2004)
[UK, 1948, s. 108; Aust., 1961, s. 113]
Division 2 — Directors and officers
Directors
145.—(1)  Every company shall have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.
[5/2004]
(2)  No person other than a natural person of full age and capacity shall be a director of a company.
(3)  [Act 12 of 2002]
(4)  Any provision in the memorandum or articles of a company which was in force immediately before 29th December 1967 and which operated to constitute a corporation as a director of the company shall be read and construed as if it authorised that corporation to appoint a natural person to be a director of that company.
[S 258/67]
(5)  Notwithstanding anything in this Act or in the memorandum or articles of the company, or in any agreement with the company, a director of a company shall not resign or vacate his office unless there is remaining in the company at least one director who is ordinarily resident in Singapore; and any purported resignation or vacation of office in breach of this subsection shall be deemed to be invalid.
[5/2004]
(6)  Subsection (5) shall not apply where a director of a company is required to resign or vacate his office if he has not within the period referred to in section 147(1) obtained his qualification or by virtue of his disqualification under section 148, 149, 149A, 154 or 155 of this Act, or sections 65,66 and 67 of the Banking Act (Cap. 19) or sections 47 and 49 of the Finance Companies Act (Cap. 108), section 57 of the Financial Advisers Act (Cap. 110), section 31, 35ZJ or 41(1)(b) of the Insurance Act (Cap. 142), section 22 of the Payment Systems (Oversight) Act 2006 (Act 1 of 2006) or section 44, 81A, 81ZJ or 97 of the Securities and Futures Act (Cap. 289).
[1/2007 wef 31/03/2007]
[16/2011 wef 01/05/2011]
[15/84; 42/2001; 12/2002; 1/2006; S227/95]
(7)  If there is a contravention of subsection (1), the Registrar may, either of his own motion or on the application of any person, direct the members of the company to appoint a director who is ordinarily resident in Singapore if he considers it to be in the interests of the company for such appointment to be made.
[5/2004]
(8)  If the direction under subsection (7) is not complied with, each member in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part thereof during which the offence continues after conviction.
[5/2004]
(9)  If there is a contravention of subsection (1) and —
(a)the Registrar fails to give the direction under subsection (7); or
(b)such direction has been given but is not complied with,
the court may, on the application of the Registrar or any person, order the members of the company to make the appointment if it considers it to be in the interests of the company for such appointment to be made.
[5/2004]
(10)  If a company carries on business without having at least one director who is ordinarily resident in Singapore for more than 6 months, a person who, for the whole or any part of the period that it so carries on business after those 6 months —
(a)is a member of the company; and
(b)knows that it is carrying on business in that manner,
shall be liable for the payment of all the debts of the company contracted during the period or, as the case may be, that part of it, and may be sued therefor.
[5/2004]
[UK, 1948, s. 176; Aust., 1961, s. 114]
Restrictions on appointment or advertisement of director
146.—(1)  A person shall not be named as a director or proposed director in —
(a)any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or
(b)the register of directors, managers and secretaries of a company,
unless, before —
(i)the incorporation of the company; or
(ii)the filing of any return in the prescribed form containing the particulars required to be specified in the register of directors, managers and secretaries,
as the case may be, the person has complied with the conditions set out in subsection (1A).
[12/2002]
(1A)  The conditions to be complied with by a person referred to in subsection (1) are the following:
(a)he has, by himself or through a prescribed person authorised by him, filed with the Registrar —
(i)a declaration that he has consented to act as a director; and
(ii)a statement in the prescribed form that he is not disqualified from acting as a director under this Act; and
(b)he has, by himself or through a prescribed person authorised by him —
(i)filed with the Registrar a declaration that he has agreed to take a number of shares of the company that is not less than his qualification, if any;
(ii)filed with the Registrar an undertaking that he will take from the company and pay for his qualification shares, if any;
(iii)filed with the Registrar a declaration that a specified number of shares, not less than his qualification, if any, has been registered in his name; or
(iv)in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations, filed with the Registrar a declaration that —
(A)he was a shareholder in that other corporation or in one or more of the corporations of that group; and
(B)as a shareholder he will be entitled to receive and have registered in his name a number of shares not less than his qualification, by virtue of the terms of an agreement relating to the reconstruction.
[12/2002; 8/2003]
(2)  Where a person has undertaken to the Registrar under subsection (1A)(b)(ii) to take and pay for his qualification shares, he shall, as regards those shares, be in the same position as if he had signed the memorandum for that number of shares.
[12/2002]
(3)  Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) shall not apply to —
(a)a company not having a share capital;
(b)a private company; or
(c)a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company or to articles adopted by a company after the expiration of one year from the date on which the company was entitled to commence business.
(4)  If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty.
[15/84]
(5)  The restrictions in this section on a director or proposed director of a company incorporated under this Act in relation to a prospectus shall apply in the same manner and extent to a director or proposed director of a foreign company as if the references in subsections (1) and (4) to a company included references to a foreign company.
[22/93]
[UK, 1948, s. 181; Aust., 1961, s. 115]
Qualification of director
147.—(1)  Without affecting the operation of sections 145 and 146, every director, who is by the articles required to hold a specified share qualification and who is not already qualified, shall obtain his qualification within 2 months after his appointment or such shorter period as is fixed by the articles.
(2)  Unless otherwise provided by the articles, the qualification of any director of a company must be held by him solely and not as one of several joint holders.
(3)  A director shall vacate his office if he has not within the period referred to in subsection (1) obtained his qualification or if after so obtaining it he ceases at any time to hold his qualification.
(4)  Any person who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty.
[15/84]
(5)  A person vacating office under this section shall be incapable of being reappointed as director until he has obtained his qualification.
[UK, 1948, s. 182; Aust., 1961, s. 116]
Restriction on undischarged bankrupt being director or manager
148.—(1)  Every person who, being an undischarged bankrupt (whether he was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), acts as director of, or directly or indirectly takes part in or is concerned in the management of, any corporation, except with the leave of the Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
[37/99]
(2)  On an application by an undischarged bankrupt under subsection (1) to the Court or the Official Assignee, as the case may be, the Court or the Official Assignee may refuse the application or approve the application subject to such condition as the Court or the Official Assignee, as the case may be, may impose.
[37/99]
(3)  The Court shall not give leave under this section unless notice of intention to apply therefor has been served on the Minister and on the Official Assignee and the Minister and the Official Assignee or either of them may be represented at the hearing of and may oppose the granting of the application.
[37/99]
(4)  Any person who has been granted leave by the Court or written permission by the Official Assignee under subsection (1) shall, within one month after the issue of the Court order or written permission, lodge a copy of the order or written permission with the Registrar.
[8/2003]
Disqualification of unfit directors of insolvent companies
149.—(1)  The Court may —
(a)on the application of the Minister or the Official Receiver as provided for in subsection (9)(a); and
(b)on being satisfied as to the matters referred to in subsection (2),
make an order disqualifying a person specified in the order from being a director or in any way, whether directly or indirectly, being concerned in, or take part in, the management of a company during such period not exceeding 5 years after the date of the order as is specified in the order (referred to in this section as a disqualification order).
[13/87]
(2)  The Court shall make a disqualification order under subsection (1) if it is satisfied that —
(a)the person against whom the order is sought has been given not less than 14 days’ notice of the application; and
(b)the person —
(i)is or has been a director of a company which has at any time gone into liquidation (whether while he was a director or within 3 years of his ceasing to be a director) and was insolvent at that time; and
(ii)that his conduct as director of that company either taken alone or taken together with his conduct as a director of any other company or companies makes him unfit to be a director of or in any way, whether directly or indirectly, be concerned in, or take part in, the management of a company.
(3)  If in the case of a person who is or has been a director of a company which is —
(a)being wound up by the Court, it appears to the Official Receiver or to the liquidator (if he is not the Official Receiver); or
(b)being wound up otherwise than as mentioned in paragraph (a), it appears to the liquidator,
that the conditions mentioned in subsection (2)(b) are satisfied as respects that person, the Official Receiver or the liquidator, as the case may be, shall immediately report the matter to the Minister.
(4)  The Minister may require the Official Receiver or the liquidator or the former liquidator of a company —
(a)to furnish him with such information with respect to any person’s conduct as a director of the company; and
(b)to produce and permit inspection of such books, papers and other records relevant to that person’s conduct as such a director,
as the Minister may reasonably require for the purpose of determining whether to exercise, or of exercising, any of his functions under this section; and if default is made in complying with that requirement the Court may, on the application of the Minister, make an order requiring that person to make good the default within such time as is specified in the order.
(5)  For the purposes of this section —
(a)a company has gone into liquidation —
(i)if it is wound up by the Court, on the date of the filing of the winding up application;
(ii)where a provisional liquidator was appointed under section 291(1), at the time when the declaration made under that subsection was lodged with the Registrar; and
(iii)in any other case, on the date of the passing of the resolution for the voluntary winding up; and
(b)a company was insolvent at the time it has gone into liquidation if it was unable to pay its debts, within the meaning of that expression in section 254(2),
and references in this section to a person’s conduct as a director of any company or companies include, where any of those companies have become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency of that company.
[42/2005]
(6)  In deciding whether a person’s conduct as a director of any particular company or companies make him unfit to be concerned in, or take part in, the management of a company as is mentioned in subsection (2)(b), the Court shall in relation to his conduct as a director of that company or, as the case may be, each of those companies have regard, generally to the matters referred to in paragraph (a), and, in particular, to the matters referred to in paragraph (b), notwithstanding that the director has not been convicted or may be criminally liable in respect of any of these matters —
(a)
(i)as to whether there has been any misfeasance or breach of any fiduciary or other duty by the director in relation to the company;
(ii)as to whether there has been any misapplication or retention by the director of, or any conduct by the director giving rise to an obligation to account for, any money or other property of the company;
(iii)as to the extent of the director’s responsibility for any failure by the company to comply with sections 138, 190, 191, 197, 199 and 201; and
(b)
(i)as to the extent of the director’s responsibility for the causes of the company becoming insolvent;
(ii)as to the extent of the director’s responsibility for any failure by the company to supply any goods or services which have been paid for (in whole or in part);
(iii)as to the extent of the director’s responsibility for the company entering into any transaction liable to be set aside under section 259;
(iv)as to whether the causes of the company becoming insolvent are attributable to its carrying on business in a particular industry where the risk of insolvency is generally recognised to be higher.
(7)  The Minister may, by notification in the Gazette, add to, vary or amend the matters referred to in subsection (6) and that notification may contain such transitional provisions as may appear to the Minister to be necessary or expedient.
(8)  In this section, “company” includes a corporation and a foreign company but does not include a partnership or association to which Division 5 of Part X applies.
[8/2003]
(9)  (a)  In the case of a person who is or has been a director of a company which has gone into liquidation and is being wound up by the Court, an application under this section shall be made by the Official Receiver but in any other case an application shall be made by the Minister.
(b)On a hearing of an application under this section —
(i)the Minister or the Official Receiver, as the case may be, shall appear and call the attention of the Court to any matter which appears to him to be relevant (and for this purpose the Minister may be represented) and may give evidence or call witnesses; and
(ii)the person against whom an order is sought may appear and himself give evidence or call witnesses.
(10)  This section shall not apply unless the company mentioned in subsection (2)(b) has gone into insolvent liquidation on or after 15th August 1984 and the conduct to which the Court shall have regard shall not include conduct as a director of a company that has gone into liquidation before that date.
(11)  A person who acts as judicial manager, receiver or receiver manager shall not be liable to have a disqualification order made against him in respect of acts done in his capacity as judicial manager, receiver or receiver manager, as the case may be.
[40/89]
(12)  Any person who acts in contravention of a disqualification order made under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(13)  Nothing in this section shall prevent a person who is disqualified pursuant to an order made under subsection (1) from applying for leave of the Court to be concerned in or take part in the management of a company.
[40/89]
(14)  On the hearing of an application made under subsection (13) or (15), the Minister or the Official Receiver shall appear (and for this purpose the Minister may be represented) and call attention of the Court to any matter which appears to him to be relevant to the application and may himself give evidence or call witnesses.
[40/89]
(15)  Any right to apply for leave of the Court to be concerned or take part in the management of a company that was subsisting immediately before 23rd March 1990 shall, after that date, be treated as subsisting by virtue of the corresponding provision made under this section.
[40/89]
Disqualification of directors of companies wound up on grounds of national security or interest
149A.—(1)  Subject to subsections (2) and (3), where a company is ordered to be wound up by the Court under section 254(1)(m) on the ground that it is being used for purposes against national security or interest, the Court may, on the application of the Minister, make an order (referred to in this section as a disqualification order) disqualifying any person who is a director of that company from being a director or in any way, directly or indirectly, being concerned in, or from taking part in, the management of any company or foreign company for a period of 3 years from the date of the making of the winding up order.
[36/2000]
(2)  The Court shall not make a disqualification order against any person under subsection (1) unless the Court is satisfied that the person against whom the order is sought has been given not less than 14 days’ notice of the Minister’s application for the order.
[36/2000]
(3)  The Court shall not make a disqualification order against any person under subsection (1) if such person proves to the satisfaction of the Court that —
(a)the company had been used for purposes against national security or interest without his consent or connivance; and
(b)he had exercised such diligence to prevent the company from being so used as he ought to have exercised having regard to the nature of his function in that capacity and to all the circumstances.
[36/2000]
(4)  Any person who acts in contravention of a disqualification order made under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
[36/2000]
(5)  In this section, “foreign company” means a foreign company to which Division 2 of Part XI applies.
[36/2000; 8/2003]
Appointment of directors to be voted on individually
150.—(1)  At a general meeting of a public company, a motion for the appointment of 2 or more persons as directors by a single resolution shall not be made unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.
(2)  A resolution passed in pursuance of a motion made in contravention of this section shall be void, whether or not its being so moved was objected to at the time.
(3)  Where a resolution pursuant to a motion made in contravention of this section is passed no provision for the automatic reappointment of retiring directors in default of another appointment shall apply.
(4)  For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment shall be treated as a motion for his appointment.
(5)  Nothing in this section shall —
(a)apply to a resolution altering the company’s articles;
(b)prevent the election of 2 or more directors by ballot or poll.
[UK, 1948, s. 183; Aust., 1961, s. 118]
Validity of acts of directors and officers
151.  The acts of a director or manager or secretary shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification.
[UK, 1948, s. 180; Aust., 1961, s. 119]
Removal of directors
152.—(1)  A public company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove him shall not take effect until his successor has been appointed.
(2)  Special notice shall be required of any resolution to remove a director under this section or to appoint some person in place of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director under this section the company shall immediately send a copy thereof to the director concerned, and the director, whether or not he is a member of the company, shall be entitled to be heard on the resolution at the meeting.
(3)  Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto representations in writing to the company, not exceeding a reasonable length, and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so —
(a)in any notice of the resolution given to members of the company state the fact of the representations having been made; and
(b)send a copy of the representations to every member of the company to whom notice of the meeting is sent, whether before or after receipt of the representations by the company,
and if a copy of the representations is not so sent because they were received too late or because of the company’s default the director may, without prejudice to his right to be heard orally, require that the representations shall be read out at the meeting.
(4)  Notwithstanding subsections (1), (2) and (3), copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.
(5)  A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.
(6)  A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become a director on the day on which the person in whose place he is appointed was last appointed a director.
(7)  Nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.
(8)  A director of a public company shall not be removed by, or be required to vacate his office by reason of, any resolution, request or notice of the directors or any of them notwithstanding anything in the articles or any agreement.
[UK, 1948, s. 184; Aust., 1961, s. 120]
Age limit for directors
153.—(1)  Subject to this section but notwithstanding anything in the memorandum or articles of the company, no person of or over the age of 70 years shall be appointed or act as a director of a public company or of a subsidiary of a public company.
(2)  The office of a director of a public company or of a subsidiary of a public company shall become vacant at the conclusion of the annual general meeting commencing next after he attains the age of 70 years.
(3)  Any act done by a person as director shall be valid notwithstanding that it is afterwards discovered that there was a defect in his appointment or that his appointment had terminated by virtue of subsection (2).
(4)  Where the office of a director has become vacant by virtue of subsection (2) no provision for the automatic reappointment of retiring directors in default of another appointment shall apply in relation to that director.
(5)  If any such vacancy has not been filled at the meeting at which the office became vacant the office may be filled as a casual vacancy.
(6)  Notwithstanding anything in this section, a person of or over the age of 70 years may, by an ordinary resolution passed at an annual general meeting of a company —
(a)be appointed or re-appointed as a director of the company to hold office; or
(b)be authorised to continue in office as a director of the company,
until the next annual general meeting of the company.
[8/2003]
(7)  Section 179 relating to the demanding of a poll and the holding of a poll shall apply to a resolution under this section.
(8)  Nothing in this section shall limit or affect the operation of any provision of the memorandum or articles of a company preventing any person from being appointed a director or requiring any director to vacate his office at any age below 70 years.
(9)  The provisions of the articles of a company relating to the rotation and retirement of directors shall not apply to a director who is appointed or reappointed pursuant to this section but such provisions of the articles shall continue to apply to all other directors of the company.
[UK, 1948, s. 185; Aust., 1961, s. 121]
Disqualification to act as director on conviction of certain offences
154.—(1)  Where a person is convicted (whether in Singapore or elsewhere) of any offence involving fraud or dishonesty punishable with imprisonment for 3 months or more, he shall be subject to the disqualifications provided in subsection (3).
[22/93]
(2)  Where a person is convicted in Singapore of —
(a)any offence in connection with the formation or management of a corporation; or
(b)any offence under section 157 or 339,
the court may make a disqualification order in addition to any other sentence imposed.
(3)  A person who is disqualified under subsection (1) or who has had a disqualification order made against him under subsection (2) shall not act as a director of a company or of a foreign company to which Division 2 of Part XI applies nor shall he take part, whether directly or indirectly, in the management of such a company or foreign company.
(4)  (a)  Where a disqualified person has not been sentenced to imprisonment, the disqualifications in subsection (3) shall take effect upon conviction and shall continue for a period of 5 years or for such shorter period as the court may order under subsection (2).
(b)Where a disqualified person is sentenced to imprisonment, the disqualifications in subsection (3) shall take effect upon conviction and shall continue for a period of 5 years after his release from prison.
(5)  A person who acts in contravention of a disqualification under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(6)  An application for leave to act as a director of a company or of a foreign company to which Division 2 of Part XI applies or to take part whether directly or indirectly, in the management of such a company or foreign company may be made by a person against whom a disqualification order has been made upon that person giving the Minister not less than 14 days’ notice of his intention to apply for such leave.
(7)  On the hearing of any application under this section, the Minister may be represented at the hearing and may oppose the granting of the application.
(8)  Without prejudice to section 409, a District Court may make a disqualification order under this section.
(9)  Any right to apply for leave of the Court to be a director or promoter or to be concerned or take part in the management of a company that was subsisting immediately before 12th November 1993 shall on or after that date be treated as subsisting by virtue of the corresponding provision made under this section.
[UK, 1948, s. 188; Aust. 1961, s. 122]
Disqualification for persistent default in relation to delivery of documents to Registrar
155.—(1)  Where a person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5 years after he has last been adjudged guilty of any offence or has had made against him an order under section 13 or 399 in relation to any such relevant requirements of this Act, without the leave of the Court, is a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management of a company, he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
[15/84]
(2)  Any provision of this Act which requires any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar is a relevant requirement of this Act for the purposes of this section.
(3)  For the purposes of this section, the fact that a person has been persistently in default in relation to relevant requirements of this Act may, subject to subsection (8), be conclusively proved by showing that, within a period of 5 years, he has been adjudged guilty of 3 or more offences in relation to any such requirements or has had 3 or more orders made against him under section 13 or 399 in relation to those requirements.
[13/87]
(4)  A person shall be treated as being adjudged guilty of 3 or more offences in relation to any such relevant requirements of this Act for the purpose of subsection (3) if he is convicted of any 3 or more offences by virtue of any contravention of, or failure to comply with, any such requirements (whether on his own part or on the part of any company).
(5)  For the purpose of this section, a conviction for an offence under section 154(2)(a) shall not be treated as an offence in relation to a relevant requirement of this Act.
(6)  Where a person has had a third or subsequent order made against him under section 13 or 399 and by virtue of the operation of this section that person is disqualified from being a director or promoter of or from being in any way directly or indirectly concerned or taking part in the management of a company, nothing in this section shall be construed as preventing that person from complying with the order of the Court and for this purpose he shall be deemed to have the same status, powers and duties as he had at the time the act, matter or thing should have been done.
(7)  For the purpose of this section, a certificate of the Registrar stating that a person has been adjudged guilty of 3 or more offences or has had made against him 3 or more orders under section 13 or 399 in relation to the requirements of this Act shall in all courts be received as prima facie evidence of the facts stated therein.
(8)  No account shall be taken for the purposes of this section of any offence which was committed or, in the case of a continuing offence, began before 15th May 1984.
[S 205/84]
(9)  A person intending to apply for leave of the Court under this section shall give to the Minister not less than 14 days’ notice of his intention so to apply.
(10)  On the hearing of any application under this section, the Minister may be represented and may oppose the granting of the application.
(11)  In this section, company includes an unregistered company within the meaning of section 350(1).
Disqualification under Limited Liability Partnerships Act 2005
155A.  A person who is subject to a disqualification or disqualification order under section 34, 35 or 36 of the Limited Liability Partnerships Act 2005 (Act 5 of 2005) shall not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, a corporation during the period of the disqualification or disqualification order.
[5/2005]
Disclosure of interests in transactions, property, offices, etc.
156.—(1)  Subject to this section, every director of a company who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company shall as soon as practicable after the relevant facts have come to his knowledge declare the nature of his interest at a meeting of the directors of the company.
[8/2003]
(2)  The requirements of subsection (1) shall not apply in any case where the interest of the director consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction with the first-mentioned company if the interest of the director may properly be regarded as not being a material interest.
[8/2003]
(3)  A director of a company shall not be deemed to be interested or to have been at any time interested in any transaction or proposed transaction by reason only —
(a)in a case where the transaction or proposed transaction relates to any loan to the company — that he has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or
(b)in a case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of a corporation which by virtue of section 6 is deemed to be related to the company — that he is a director of that corporation,
and this subsection shall have effect not only for the purposes of this Act but also for the purposes of any other law, but shall not affect the operation of any provision in the articles of the company.
[8/2003]
(4)  For the purposes of subsection (1), a general notice given to the directors of a company by a director to the effect that he is an officer or member of a specified corporation or a member of a specified firm or a partner or officer of a specified limited liability partnership and is to be regarded as interested in any transaction which may, after the date of the notice, be made with that corporation, firm or limited liability partnership shall be deemed to be a sufficient declaration of interest in relation to any transaction so made if —
(a)it specifies the nature and extent of his interest in the specified corporation, firm or limited liability partnership;
(b)his interest is not different in nature or greater in extent than the nature and extent so specified in the general notice at the time any transaction is so made; and
(c)it is given at a meeting of the directors or the director takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given.
[5/2005]
(5)  Every director of a company who holds any office or possesses any property whereby whether directly or indirectly duties or interests might be created in conflict with his duties or interests as director shall declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict.
(6)  The declaration shall be made at the first meeting of the directors held —
(a)after he becomes a director; or
(b)(if already a director) after he commenced to hold the office or to possess the property,
as the case requires.
(7)  The secretary of the company shall record every declaration under this section in the minutes of the meeting at which it was made.
(8)  For the purposes of this section, an interest of a member of a director’s family shall be treated as an interest of the director and the words “member of a director’s family” shall include his spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.
[10/74; 8/2003]
(9)  Subject to subsection (3), this section shall be in addition to and not in derogation of the operation of any rule of law or any provision in the articles restricting a director from having any interest in transactions with the company or from holding offices or possessing properties involving duties or interests in conflict with his duties or interests as a director.
[8/2003]
(10)  Any director of a company who fails to comply with any of the provisions of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.
[15/84]
[UK, 1948, s. 199; Aust., 1961, s. 123]
As to the duty and liability of officers
157.—(1)  A director shall at all times act honestly and use reasonable diligence in the discharge of the duties of his office.
(2)  An officer or agent of a company shall not make improper use of any information acquired by virtue of his position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or for any other person or to cause detriment to the company.
[62/70]
(3)  An officer or agent who commits a breach of any of the provisions of this section shall be —
(a)liable to the company for any profit made by him or for any damage suffered by the company as a result of the breach of any of those provisions; and
(b)guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.
[15/84]
(4)  This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.
(5)  In this section —
“officer” includes a person who at any time has been an officer of the company;
“agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.
[Aust., 1961, s. 124]
Powers of directors
157A.—(1)  The business of a company shall be managed by or under the direction of the directors.
[8/2003]
(2)  The directors may exercise all the powers of a company except any power that this Act or the memorandum and articles of the company require the company to exercise in general meeting.
[8/2003]
[Aust., 2002, s. 198A]
Director declarations where company has one director
157B.  Where a company only has one director, that director may make a declaration required or authorised to be made under this Act by recording the declaration and signing the record; and such recording and signing of the declaration satisfies any requirement in this Act that the declaration be made at a meeting of the directors.
[5/2004]
[Aust., 2001, s. 248B]
Use of information and advice
157C.—(1)  Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:
(a)an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;
(b)a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence;
(c)any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee’s designated authority.
[5/2004]
(2)  Subsection (1) shall apply to a director only if the director —
(a)acts in good faith;
(b)makes proper inquiry where the need for inquiry is indicated by the circumstances; and
(c)has no knowledge that such reliance is unwarranted.
[5/2004]
[NZ, 1993, s. 138 (originally s. 107B of the New Zealand draft legislation as reflected in the NZ Law Commission 1989 Report)]
Disclosure of company information by certain directors
158.—(1)  A director of a company may disclose information which he has in his capacity as a director or an employee of a company, being information that would not otherwise be available to him, to the persons specified in subsection (2) if the conditions specified in subsection (3) are met.
[8/2003]
(2)  The information referred to in subsection (1) may be disclosed to —
(a)a person whose interests the director represents; or
(b)a person in accordance with whose directions or instructions the director may be required or is accustomed to act in relation to the director’s powers and duties.
[8/2003]
(3)  The conditions referred to in subsection (1) are —
(a)the director declares at a meeting of the directors of the company the name and office or position held by the person to whom the information is to be disclosed and the particulars of such information;
(b)the director is first authorised by the board of directors to make the disclosure; and
(c)the disclosure will not be likely to prejudice the company.
[8/2003]
(4)  The matters declared by a director under subsection (3)(a) shall be recorded in the minutes of the meeting of the directors.
[8/2003]
[NZ, 1993, s. 145]
Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council
159.  The matters to which the directors of a company are entitled to have regard in exercising their powers shall include —
(a)the interests of the company’s employees generally, as well as the interests of its members; and
(b)the rulings of the Securities Industry Council on the interpretation of the principles and rules of and the practice to be followed under the Singapore Code on Take-overs and Mergers.
[10/74]
Approval of company required for disposal by directors of company’s undertaking or property
160.—(1)  Notwithstanding anything in a company’s memorandum or articles, the directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by the company in general meeting.
[10/74]
(2)  The Court may, on the application of any member of the company, restrain the directors from entering into a transaction in contravention of subsection (1).
(3)  A transaction entered into in contravention of subsection (1) shall, in favour of any person dealing with the company for valuable consideration and without actual notice of the contravention, be as valid as if that subsection had been complied with.
(4)  This section shall not apply to proposals for disposing of the whole or substantially the whole of the company’s undertaking or property made by a receiver and manager of any part of the undertaking or property of the company appointed under a power contained in any instrument or a liquidator of a company appointed in a voluntary winding up.
Substantial property transactions
160A.  [Act 38 of 1998]
Exceptions from section 160A
160B.  [Act 38 of 1998]
Liability arising from contravention of section 160A
160C.  [Act 38 of 1998]
Interpretation
160D.  [Act 38 of 1998]
Approval of company required for issue of shares by directors
161.—(1)  Notwithstanding anything in a company’s memorandum or articles, the directors shall not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares.
[10/74; 15/84]
(2)  Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions.
(3)  Any approval for the purposes of this section shall continue in force until —
(a)the conclusion of the annual general meeting commencing next after the date on which the approval was given; or
(b)the expiration of the period within which the next annual general meeting after that date is required by law to be held,
whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting.
(4)  The directors may issue shares notwithstanding that an approval for the purposes of this section has ceased to be in force if the shares are issued in pursuance of an offer, agreement or option made or granted by them while the approval was in force and they were authorised by the approval to make or grant an offer, agreement or option which would or might require shares to be issued after the expiration of the approval.
(5)  Section 186 shall apply to any resolution whereby an approval is given for the purposes of this section.
(6)  Any issue of shares made by a company in contravention of this section shall be void and consideration given for the shares shall be recoverable accordingly.
(7)  Any director who knowingly contravenes, or permits or authorises the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but no proceedings to recover any such loss, damages or costs shall be commenced after the expiration of 2 years from the date of the issue.
Loans to directors
162.—(1)  A company (other than an exempt private company) shall not make a loan to a director of the company or of a company which by virtue of section 6 is deemed to be related to that company, or enter into any guarantee or provide any security in connection with a loan made to such a director by any other person but nothing in this section shall apply —
(a)subject to subsection (2), to anything done to provide such a director with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform his duties as an officer of the company;
(b)to provide a loan to such a director who is engaged in the full-time employment of the company or of a corporation that is deemed to be related to the company, as the case may be, for the purpose of purchasing or otherwise acquiring a home occupied or to be occupied by the director, except that not more than one such loan may be outstanding from the director at any time;
(c)to any loan made to such a director who is engaged in the full-time employment of the company or of a corporation that is deemed to be related to that company, as the case may be, where the company has at a general meeting approved of a scheme for the making of loans to employees of the company and the loan is in accordance with that scheme; or
(d)to any loan made to such director in the ordinary course of business of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore.
[8/2003]
(2)  Subsection (1)(a) or (b) shall not authorise the making of any loan, or the entering into any guarantee, or the provision of any security except —
(a)with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount of the loan or the extent of the guarantee or security, as the case may be, are disclosed; or
(b)on condition that, if the approval of the company is not given as aforesaid at or before the next following annual general meeting, the loan shall be repaid or the liability under the guarantee or security shall be discharged, as the case may be, within 6 months from the conclusion of that meeting.
(3)  Where the approval of the company is not given as required by any such condition the directors authorising the making of the loan or the entering into the guarantee or the provision of the security shall be jointly and severally liable to indemnify the company against any loss arising therefrom.
(4)  Where a company contravenes this section any director who authorises the making of any loan, the entering into of any guarantee or the providing of any security contrary to this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years.
[15/84]
(5)  Nothing in this section shall operate to prevent the company from recovering the amount of any loan or amount for which it becomes liable under any guarantee entered into or in respect of any security given contrary to this section.
(6)  For the purpose of subsection (1), a reference to a director therein includes a reference to the director’s spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.
[15/84]
[UK, 1948, s. 190; Aust., 1961, s. 125]
Prohibition of loans to persons connected with directors of lending company
163.—(1)  Subject to this section, it shall not be lawful for a company (other than an exempt private company) —
(a)to make a loan to another company; or
(b)to enter into any guarantee or provide any security in connection with a loan made to another company by a person other than the first-mentioned company,
if a director or directors of the first-mentioned company is or together are interested in 20% or more of the total number of equity shares in the other company (excluding treasury shares).
[10/74; 15/84; 13/87; 21/2005]
(2)  Subsection (1) shall extend to apply to a loan, guarantee or security in connection with a loan made by a company (other than an exempt private company) to another company where such other company is incorporated outside Singapore, if a director or directors of the first-mentioned company —
(a)is or together are interested in 20% or more of the total number of equity shares in the other company (excluding treasury shares); or
(b)in a case where the other company does not have a share capital, exercises or together exercise control over the other company whether by reason of having the power to appoint directors or otherwise.
[15/84; 13/87; 21/2005]
(3)  For the purposes of this section —
(a)where a company makes a loan to another company or gives a guarantee or provides security in connection with a loan made to another company, a director or directors of the first-mentioned company shall not be taken to have an interest in shares in that other company by reason only that the first-mentioned company has an interest in shares in that other company and a director or directors have an interest in shares in the first-mentioned company; and
(b)“interest in shares” has the meaning assigned to that expression in section 7.
[15/84]
(4)  This section shall not apply —
(a)to anything done by a company where the other company (whether that company is incorporated in Singapore or otherwise) is its subsidiary or holding company or a subsidiary of its holding company; or
(b)to a company, whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore.
[15/84; 13/87]
(5)  For the purposes of this section, an interest of a member of a director’s family shall be treated as the interest of the director and the words “member of a director’s family” shall include his spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.
[15/84]
(6)  Nothing in this section shall operate to prevent the recovery of any loan or the enforcement of any guarantee or security whether made or given by the company or any other person.
[15/84]
(7)  Where a company contravenes this section, any director who authorises the making of any loan, the entering into of any guarantee or the providing of any security contrary to this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years.
[15/84]
Register of director’s shareholdings
164.—(1)  A company shall keep a register showing with respect to each director of the company particulars of —
(a)shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he has an interest and the nature and extent of that interest;
(b)debentures of or participatory interests made available by the company or a related corporation which are held by the director or in which he has an interest and the nature and extent of that interest;
(c)rights or options of the director or of the director and another person or other persons in respect of the acquisition or disposal of shares in the company or a related corporation; and
(d)contracts to which the director is a party or under which he is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company or in a related corporation.
[49/73]
(2)  A company need not show, in its register with respect to a director, particulars of shares in a related corporation that is a wholly-owned subsidiary of the company or of another corporation.
[49/73]
(3)  A company that is a wholly-owned subsidiary of another company shall be deemed to have complied with this section in relation to a director who is a director of that other company if the particulars required by this section to be shown in the register of the first-mentioned company with respect to the director are shown in the register of the second-mentioned company.
[49/73]
(4)  For the purposes of subsections (2) and (3), a company is a wholly-owned subsidiary of another company if none of the members of the first-mentioned company is a person other than —
(a)the second-mentioned company;
(b)a nominee of the second-mentioned company;
(c)a subsidiary of the second-mentioned company being a subsidiary none of the members of which is a person other than the second-mentioned company or a nominee of the second-mentioned company; or
(d)a nominee of such a subsidiary.
[49/73]
(5)  A company shall, within 3 days after receiving notice from a director under section 165(1)(a), enter in its register in relation to the director the particulars referred to in subsection (1) including the number and description of shares, debentures, participatory interests, rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests, rights or options acquired or contracts entered into after he became a director —
(a)the price or other consideration for the transaction, if any, by reason of which an entry is required to be made under this section; and
(b)the date of —
(i)the agreement for the transaction or, if it is later, the completion of the transaction; or
(ii)where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.
[49/73]
(6)  A company shall, within 3 days after receiving a notice from a director under section 165(1)(b), enter in its register the particulars of the change referred to in the notice.
[49/73]
(7)  A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of or participatory interest made available by the company.
[49/73]
(8)  A company shall, subject to this section, keep its register at the registered office of the company and the register shall be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $3 or such lesser sum as the company requires.
[49/73]
(9)  A person may request a company to furnish him with a copy of its register or any part thereof on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company shall send the copy to that person within 21 days or such longer period as the Registrar thinks fit after the day on which the request is received by the company.
[49/73]
(10)  The Registrar may by notice in writing require a company to send to him within such time as may be specified in the notice a copy of its register or any part thereof.
[49/73]
(11)  A company shall produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.
[49/73]
(12)  It is a defence to a prosecution for failing to comply with subsection (1) or (5) in respect of particulars relating to a director if the defendant proves that the failure was due to the failure of the director to comply with section 165 with respect to those particulars.
[49/73]
(13)  In this section —
(a)a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act (Cap. 289); and
(b)a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest.
[49/73; 42/2001]
(14)  In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share shall be read as a reference to a debenture or participatory interest.
[49/73]
(15)  For the purposes of the application of this section —
(a)a director of a company shall be deemed to hold or have an interest or a right in or over any shares or debentures if a wife or husband of the director (not being herself or himself a director thereof) holds or has an interest or a right in or over any shares or debentures or an infant son or infant daughter of that director (not being himself or herself a director) holds or has an interest in shares or debentures; and
(b)any contract, assignment or right of subscription exercised or made by or grant made to the wife or husband of a director of a company (not being herself or himself a director thereof) shall be deemed to have been entered into or exercised or made or, as the case may be, as having been made to the director; and so shall a contract, assignment or right of subscription entered into, exercised or made by or grant made to an infant son or infant daughter of a director of a company (not being himself or herself a director thereof).
[49/73]
(16)  In subsection (15), “son” includes step-son and adopted son and “daughter” includes step-daughter and adopted daughter.
[49/73]
(17)  If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.
[49/73; 15/84]
[Aust., 1961, s. 126]
Power to require disclosure of directors’ emoluments
164A.—(1)  If a company is served with a notice sent by or on behalf of —
(a)at least 10% of the total number of members of the company (excluding the company itself if it is registered as a member); or
(b)a member or members with at least 5% of the total number of issued shares of the company (excluding treasury shares),
requiring the emoluments and other benefits received by the directors of the company or of a subsidiary to be disclosed, the company shall —
(c)within 14 days or such longer period as the Registrar may allow, prepare or cause to be prepared and cause to be audited a statement showing the total amount of emoluments and other benefits paid to or received by each of the directors of the company and each director of a subsidiary; including any amount paid by way of salary, for the financial year immediately preceding the service of the notice;
(d)when the statement referred to in paragraph (c) has been audited, within 14 days send a copy of the statement to all persons entitled to receive notice of general meetings of the company; and
(e)lay the statement before the next general meeting of the company held after the statement is audited.
[13/87; 21/2005]
(2)  If default is made in complying with this section, the company and every director of the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.
[Aust., 1961, s. 131]
General duty to make disclosure
165.—(1)  A director of a company shall give notice in writing to the company —
(a)of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary for the purposes of compliance by the first-mentioned company with section 164;
(b)of particulars of any change in respect of the particulars referred to in paragraph (a) of which notice has been given to the company including the consideration, if any, received as a result of the event giving rise to the change;
(c)of such events and matters affecting or relating to himself as are necessary for the purposes of compliance by the company with section 173 that are applicable in relation to him; and
(d)if he is a director of a public company or of a subsidiary of a public company of the date when he attained or will have attained the age of 70 years.
[49/73]
(2)  A notice under subsection (1) shall be given —
(a)in the case of a notice under subsection (1)(a), within 2 business days after —
(i)the date on which the director became a director; or
(ii)the date on which the director became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts,
whichever last occurs;
(b)in the case of a notice under subsection (1)(b), within 2 business days after the occurrence of the event giving rise to the change referred to in that paragraph; and
(c)in the case of a notice under subsection (1)(d), within 2 business days after the date on which the director became a director.
[49/73; 13/87; 8/2003]
(3)  A company shall, within 7 days after it receives a notice given under subsection (1), send a copy of the notice to each of the other directors of the company.
[49/73]
(4)  It is a defence to a prosecution for failing to comply with subsection (1)(a) or (b) or with subsection (2) if the defendant proves that his failure was due to his not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —
(a)he was not so aware on the date of the information or summons; or
(b)he became so aware less than 7 days before the date of the summons.
[49/73; 15/84]
(5)  For the purposes of subsection (4), a person shall conclusively be presumed to have been aware at a particular time of a fact or occurrence —
(a)of which he would, if he had acted with reasonable diligence in the conduct of his affairs, have been aware at that time; or
(b)of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his master’s or principal’s interest or interests in a share in or a debenture of or participatory interest issued by the company concerned, was aware or would, if he had acted with reasonable diligence in the conduct of his master’s or principal’s affairs, have been aware at that time.
[49/73]
(6)  In this section —
(a)a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act (Cap. 289); and
(b)a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest.
[49/73; 42/2001]
(7)  In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share shall be read as a reference to a debenture or participatory interest.
[49/73]
(8)  Nothing in section 164 or this section requires a company to enter in its register or requires a director to give notice to the company of matters that are shown in the register kept by the company in accordance with the repealed section 1342 as in force immediately before 5th October 1973.
2  Section 134 of the Companies Act (1970 Ed. (Cap. 185)).
[49/73]
(9)  Any director who fails to comply with subsection (1) or (2) or any company that fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.
[49/73; 15/84]
[Aust., 1961, s. 127]
Duty of director to notify stock exchange of acquisition, etc., of its securities
166.—(1)  Where a person is obliged by virtue of section 165 to notify a company of any matter within any period, then, if that matter relates to shares or debentures listed on a securities exchange (as defined in the Securities and Futures Act (Cap. 289)) he shall also be obliged to notify the securities exchange of that matter within the like period; and the securities exchange may publish, in such manner as it may determine, any information received by it under this subsection.
[49/73; 10/74; 42/2001]
(2)  Any person who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day or part thereof during which the offence continues after conviction.
[15/84]
Prohibition of tax-free payments to directors
167.  [Act 13 of 1987]
Payments to director for loss of office, etc.
168.—(1)  It shall not be lawful —
(a)for a company to make to any director any payment by way of compensation for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection with his retirement from any such office; or
(b)for any payment to be made to any director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company,
unless particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company and the proposal has been approved by the company in general meeting and when any such payment has been unlawfully made the amount received by the director shall be deemed to have been received by him in trust for the company.
(2)  Where such a payment is to be made to a director in connection with the transfer to any person, as a result of an offer made to shareholders, of all or any of the shares in the company, that director shall take all reasonable steps to secure that particulars with respect to the proposed payment, including the amount thereof, shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders, unless those particulars are furnished to the shareholders by virtue of any requirement of law relating to take-over offers or any requirement of the Take-over Code referred to in section 139 of the Securities and Futures Act (Cap. 289).
[42/2001]
(3)  A director who fails to comply with subsection (2) and a person who has been properly required by a director to include in or send with any notice under this section the particulars required by that subsection and who fails to do so shall be guilty of an offence, and if the requirements of that subsection are not complied with any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any person who has sold his shares as a result of the offer made.
(4)  If in connection with any such transfer the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares or any valuable consideration is given to any such director, the excess or the money value of the consideration, as the case may be, shall for the purposes of this section, be deemed to have been a payment made to him by way of compensation for loss of office or as consideration for or in connection with his retirement from office.
As to payments to directors
(5)  Any reference in this section to payments to any director of a company by way of compensation for loss of office or as consideration for or in connection with his retirement from office shall not include —
(a)any payment under an agreement entered into before 1st January 1967;
(b)any payment under an agreement particulars of which have been disclosed to and approved by special resolution of the company;
(c)any bona fide payment by way of damages for breach of contract;
(d)any bona fide payment by way of pension or lump sum payment in respect of past services, including any superannuation or retiring allowance, superannuation gratuity or similar payment, where the value or amount of the pension or payment, except in so far as it is attributable to contributions made by the director, does not exceed the total emoluments of the director in the 3 years immediately preceding his retirement or death; or
(e)any payment to a director pursuant to an agreement made between the company and him before he became a director of the company as the consideration or part of the consideration for the director agreeing to serve the company as a director.
(6)  This section shall be in addition to and not in derogation of any rule of law requiring disclosure to be made with respect to any such payments or any other like payment.
(7)  In this section, “director” includes any person who has at any time been a director of the company or of a corporation which is by virtue of section 6 deemed to be related to the company.
[UK, 1948, ss. 191-194; Aust., 1961, s. 129]
Provision and improvement of director’s emoluments
169.—(1)  A company shall not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach of this section shall be void.
[10/74; 13/87]
(2)  In this section, “emoluments” in relation to a director includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are charged to income tax in Singapore, any contribution paid in respect of a director under any pension scheme and any benefits received by him otherwise than in cash in respect of his services as director.
Provisions as to assignment of office
170.—(1)  If in the case of any public company provision is made by the articles or by any agreement entered into between any person and the company for empowering a director or manager of the company to assign his office as such to another person, any such assignment of office shall, notwithstanding anything in that provision, be of no effect until approved by a special resolution of the company.
(2)  This section shall not be construed so as to prevent the appointment by a director, if authorised by the articles and subject thereto, of an alternate or substitute director to act for or on behalf of the director during his inability for any time to act as director.
[UK, 1948, s. 204; Aust., 1961, s. 130]
Secretary
171.—(1)  Every company shall have one or more secretaries each of whom shall be a natural person who has his principal or only place of residence in Singapore.
[13/87; 40/89]
(1A)  It shall be the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.
[8/2003]
(1AA)  In addition, it shall be the duty of the directors of a public company to take all reasonable steps to secure that each secretary of the company is a person who —
(a)on 15th May 1987 held the office of secretary in that company and continued to hold that office on 15th May 2003;
(b)for at least 3 years in the period of 5 years immediately preceding his appointment as secretary, held the office of secretary of a company;
(c)is a qualified person under the Legal Profession Act (Cap. 161), a public accountant, a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators, or a member of such other professional association as may be prescribed; or
(d)is, by virtue of such academic or professional qualifications as may be prescribed, capable of discharging the functions of secretary of the company.
[8/2003; 4/2004]
(1AB)  The Registrar may require a private company to appoint a person who satisfies subsection (1AA)(b), (c) or (d) as its secretary if he is satisfied that the company has failed to comply with any provision of this Act with respect to the keeping of any register or other record.
[8/2003]
(1B)  Any person who is appointed by the directors of a company as a secretary shall, at the time of his appointment, by himself or through a prescribed person authorised by him, file with the Registrar a declaration in the prescribed form that he consents to act as secretary and providing the prescribed particulars.
[12/2002; 8/2003]
(1C)  A person to whom subsection (1AA)(a) applies who, after 15th May 1987, becomes a secretary of another company and is not qualified to act as secretary under subsection (1AA)(b), (c) and (d) shall not be regarded as being a person who is qualified to discharge the functions of secretary under this subsection.
[8/2003]
(1D)  In this subsection and section 173, “secretary” includes an assistant or deputy secretary.
(1E)  Where a director is the sole director of a company, he shall not act or be appointed as the secretary of the company.
[5/2004]
(2)  Subsection (1) shall not operate to prevent a corporation which was acting as the secretary of a company immediately before 29th December 1967 from continuing to act as secretary of that company for a period of 12 months after that date.
[S 258/67]
(3)  The secretary or secretaries shall be appointed by the directors and at least one of those secretaries shall be present at the registered office of the company by himself or his agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.
(4)  Anything required or authorised to be done by or in relation to the secretary may, if the office is vacant or for any other reason the secretary is not capable of acting, be done by or in relation to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or in relation to any officer of the company authorised generally or specially in that behalf by the directors:
Provided that the office of secretary shall not be left vacant for more than 6 months at any one time.
(5)  A provision requiring or authorising a thing to be done by or in relation to a director and the secretary shall not be satisfied by its being done by or in relation to the same person acting both as director and as, or in place of, the secretary.
[UK, 1948, s. 177-179; UK, 1985, s. 283; Aust., 1961, s. 132]
Provisions indemnifying directors or officers
172.—(1)  Any provision, whether in the articles or in any contract with a company or otherwise, for exempting any officer or auditor of the company from, or indemnifying him against, any liability which by law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company, shall be void.
(2)  This section shall not prevent a company —
(a)from purchasing and maintaining for any such officer insurance against any liability referred to in subsection (1); or
(b)from indemnifying such officer or auditor against any liability incurred by him —
(i)in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or in which he is acquitted; or
(ii)in connection with any application under section 76A(13) or 391 or any other provision of this Act, in which relief is granted to him by the court.
[38/98; 8/2003]
[UK, 1948, s. 205; UK, 1985, s. 310 (3); Aust., 1961, s. 133]
Register of directors, managers, secretaries and auditors
173.—(1)  Every company shall keep at its registered office a register of its directors, managers, secretaries and auditors.
[15/84; 13/87]
(2)  The register shall —
(a)contain, with respect to each director, a signed copy of his consent to act as director under this Act together with a prescribed statement that he is not disqualified to act as a director;
(b)specify his present full name, any former name, his usual residential address, his nationality and identification (if any); and
(c)contain documentary evidence (if any) of any change in his name.
[12/2002; 8/2003]
(3)  Where a person is a director in one or more subsidiaries of the same holding company it shall be sufficient compliance with subsection (2) if it is disclosed that the person is the holder of one or more directorships in that group of companies and the group may be described by the name of the holding company with the addition of the word “Group”.
(4)  The register shall specify with respect to each manager, secretary and auditor his full name, identification and address.
[12/2002]
(4A)  The register shall contain a signed copy of the consent of the secretary of the company to act as the secretary.
[12/2002]
(5)  The register shall be open to the inspection of the Registrar and any member of the company without charge and of any other person on payment of $2, or such less sum as the company requires, for each inspection.
[12/2002]
(6)  The company shall lodge with the Registrar —
(a)within one month after —
(i)a person becomes, or ceases to be, a director of the company; or
(ii)a person who is a director of the company becomes disqualified from acting as such by virtue of this Act or any other written law,
a return in the prescribed form notifying the Registrar of that fact and containing, with respect to that person, the particulars required to be specified in the register;
(b)[Act 12 of 2002]
(c)within one month after a person becomes a manager, secretary or auditor of the company, a return in the prescribed form notifying the Registrar of that fact and specifying the full name and address of that person;
(d)within one month after a person ceases to be a manager, secretary or auditor of the company, a return in the prescribed form notifying the Registrar of that fact;
(e)[Act 28 of 1994]
(f)within one month of any change in the name, identification or nationality of any director, manager or secretary, a notice in the prescribed form notifying the Registrar of the new name, identification or nationality of that person.
[13/87; 12/2002]
(6A)  Any director of a company who becomes disqualified from acting as such by virtue of section 148 or 155 or who resigns from office may himself lodge with the Registrar the return referred to in subsection (6)(a) if he has reasonable cause to believe that the company will not lodge the return with the Registrar.
[12/2002]
(6B)  Where the Registrar has reasonable cause to believe that a director of a company is no longer qualified to act as such by virtue of section 148 or 155, he may, either upon lodgment of a return referred to in subsection (6)(a) or on his own initiative, remove the name and other particulars of the director from any register kept by the Registrar under section 12.
[12/2002]
(7)  Any director, manager or secretary of a company who has changed his residential address shall, within one month thereof —
(a)notify the company of the change; and
(b)subject to subsection (7A), lodge or cause to be lodged with the Registrar a notice in the prescribed form notifying the Registrar of his new residential address.
[28/94]
(7A)  Where any director, manager or secretary of a company has made a report of a change of his residential address under section 8 of the National Registration Act (Cap. 201), he shall be deemed to have notified the Registrar of the change in compliance with subsection (7)(b).
[28/94]
(7B)  If default is made by a company in complying with any of subsections (1) to (6), the company and every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
[28/94]
(7C)  If default is made by any director, manager or secretary of a company in complying with subsection (7), he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
[28/94]
(8)  A certificate of the Registrar stating that from any return lodged with the Registrar pursuant to this section it appears that at any time specified in the certificate any person was a director, manager, secretary or auditor of a specified company shall in all courts and by all persons having power to take evidence for the purposes of this Act, be received as prima facie evidence of the facts stated therein and, for the purposes of this subsection, a person who appears from any return so lodged to be a director, manager, secretary or auditor of a company shall be deemed to continue as such until by a subsequent return so lodged or by a notification of change in the prescribed form so lodged it appears that he has ceased to be or becomes disqualified to act as such a director, manager, secretary or auditor.
[15/84; 12/2002]
(9)  In this section —
“identification” means, in the case of any person issued with an identity card, the number of the identity card, in the case of a person not issued with an identity card, particulars of the passport or such other similar evidence of identification as is available, if any;
“director” includes an alternate, substitute or local director.
[UK, 1948, s. 200; Aust., 1961, s. 134]
Division 3 — Meetings and proceedings
Interpretation of this Division
173A.  [Act 5 of 2004]
Statutory meeting and statutory report
174.—(1)  Every public company that is a limited company and has a share capital shall, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the “statutory meeting”.
(2)  The directors shall at least 7 days before the day on which the meeting is to be held forward a report to be called the “statutory report” to every member of the company.
(3)  The statutory report shall be certified by not less than 2 directors of the company and shall state —
(a)the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted;
(b)the total amount of cash received by the company in respect of all the shares allotted and so distinguished;
(c)an abstract of the receipts of the company and of the payments made thereout up to a date within 7 days of the date of the report exhibiting under distinctive headings the receipts from shares and debentures and other sources the payments made thereout and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses;
(d)the names and addresses and descriptions of the directors, trustees for holders of debentures, if any, auditors, if any, managers, if any, and secretaries of the company; and
(e)the particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification.
(4)  The statutory report shall, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors, if any.
(5)  The directors shall cause a copy of the statutory report and the auditor’s report, if any, to be lodged with the Registrar at least 7 days before the date of the statutory meeting.
(6)  The directors shall cause a list showing the names and addresses of the members and the number of shares held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to any member during the continuance of the meeting.
(7)  The members present at the meeting shall be at liberty to discuss any matter relating to the formation of the company or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the articles may be passed.
(8)  The meeting may adjourn from time to time and at any adjourned meeting any resolution of which notice has been given in accordance with the articles either before or subsequently to the former meeting may be passed and the adjourned meeting shall have the same powers as an original meeting.
(9)  The meeting may by ordinary resolution appoint a committee or committees of inquiry, and at any adjourned meeting a special resolution may be passed that the company be wound up if, notwithstanding any other provision of this Act, at least 7 days’ notice of intention to propose the resolution has been given to every member of the company.
(10)  In the event of any default in complying with this section every officer of the company who is in default and every director of the company who fails to take all reasonable steps to secure compliance with this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[15/84]
[UK, 1948, s. 130; Aust., 1961, s. 135]
Annual general meeting
175.—(1)  A general meeting of every company to be called the “annual general meeting” shall in addition to any other meeting be held once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting, but so long as a company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.
[13/87]
(2)  Notwithstanding subsection (1), the Registrar, on the application of the company, may, if for any special reason he thinks fit to do so, extend the period of 15 months or 18 months referred to in that subsection, notwithstanding that such period is so extended beyond the calendar year.
(3)  Subject to notice being given to all persons entitled to receive notice of the meeting, a general meeting may be held at any time and the company may resolve that any meeting held or summoned to be held shall be the annual general meeting of the company.
(4)  If default is made in holding an annual general meeting —
(a)the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty; and
(b)the Court may on the application of any member order a general meeting to be called.
[UK, 1948, s. 131; Aust., 1961, s. 136]
Private company may dispense with annual general meetings
175A.—(1)  A private company may, by resolution passed in accordance with subsection (2), dispense with the holding of annual general meetings.
[8/2003]
(2)  Notwithstanding any other provision of this Act, a resolution referred to in subsection (1) shall only be treated as passed at a general meeting if it has been passed by all of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at the meeting.
[8/2003]
(3)  A resolution under subsection (1) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.
[8/2003]
(4)  In any year in which an annual general meeting would be required to be held but for this section, and in which no such meeting has been held, any member of the company may, by notice to the company not later than 3 months before the end of the year, require the holding of an annual general meeting in that year.
[8/2003]
(5)  The power of a member under subsection (4) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement.
[8/2003]
(6)  If such a notice is given or electronic communication is transmitted, section 175(1) and (4) shall apply with respect to the calling of the meeting and the consequences of default.
[8/2003]
(7)  A resolution referred to in subsection (1) shall cease to be in force if the company is converted to a public company.
[8/2003]
(8)  If the resolution referred to in subsection (1) ceases to be in force, the company shall not be obliged under section 175 to hold an annual general meeting in that year if, at the time the resolution ceases to have effect, less than 3 months of the year remains.
[8/2003]
(9)  Subsection (8) does not affect any obligation of the company to hold an annual general meeting in that year in pursuance of a notice given under subsection (4) or an electronic communication transmitted under subsection (5).
[8/2003]
(10)  Unless the contrary intention appears —
(a)a reference in any provision of this Act to the doing of anything at an annual general meeting shall, in the case of a company that has dispensed with holding an annual general meeting in accordance with this section, be read as a reference to the doing of that thing by way of a resolution by written means under section 184A; and
(b)a reference in any provision of this Act to the date or conclusion of an annual general meeting of a company that has dispensed with holding an annual general meeting in accordance with this section shall, unless the meeting is held, be read as a reference to the date of expiry of the period within which the meeting is required by law to be held.
[8/2003]
(11)  In this section, an address of a person includes any number or address used for electronic communication.
[5/2004]
[UK, 1985, s. 366A]
Convening of extraordinary general meeting on requisition
176.—(1)  The directors of a company, notwithstanding anything in its articles, shall, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of such of the paid-up capital as at the date of the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of members representing not less than 10% of the total voting rights of all members having at that date a right to vote at general meetings, immediately proceed duly to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the receipt by the company of the requisition.
(1A)  For the purposes of subsection (1), any of the company’s paid-up capital held as treasury shares shall be disregarded.
[21/2005]
(2)  The requisition shall state the objects of the meeting and shall be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists.
(3)  If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a meeting the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may themselves, in the same manner as nearly as possible as that in which meetings are to be convened by directors convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from that date.
(4)  Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting shall be paid to the requisitionists by the company, and any sum so paid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.
(5)  A meeting at which a special resolution is to be proposed shall be deemed not to be duly convened by the directors if they do not give such notice thereof as is required by this Act in the case of special resolutions.
[UK, 1948, s. 132; UK, Treasury Shares, Sch., para. 19; Aust., 1961, s. 137]
Calling of meetings
177.—(1)  Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the articles may call a meeting of the company.
[21/2005]
(2)  A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, shall be called by notice in writing of not less than 14 days or such longer period as is provided in the articles.
(3)  A meeting shall, notwithstanding that it is called by notice shorter than is required by subsection (2), be deemed to be duly called if it is so agreed —
(a)in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; or
(b)in the case of any other meeting, by a majority in number of the members having a right to attend and vote thereat, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting.
[21/2005]
(4)  So far as the articles do not make other provision in that behalf notice of every meeting shall be served on every member having a right to attend and vote thereat in the manner in which notices are required to be served by Table A.
(5)  (Deleted by Act 40 of 1989)
[UK, 1948, ss. 133, 134; Aust., 1961, s. 138]
Articles as to right to demand a poll
178.—(1)  Any provision in a company’s articles shall be void in so far as it would have the effect —
(a)of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairman of the meeting or the adjournment of the meeting;
(b)of making ineffective a demand for a poll on any question or matter other than the election of the chairman of the meeting or the adjournment of the meeting that is made —
(i)by not less than 5 members having the right to vote at the meeting;
(ii)by a member or members representing not less than 10% of the total voting rights of all the members having the right to vote at the meeting; or
(iii)by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right; or
(c)of requiring the instrument appointing a proxy or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy to be received by the company or any other person more than 48 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.
(2)  The instrument appointing a proxy to vote at a meeting of a company shall be deemed to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a member of the company shall be deemed to be the same as a demand by the member.
(3)  A person entitled to vote on a poll at a meeting shall be deemed to be a person entitled to vote for the purposes of this Act.
[UK, 1948, s. 137; Aust., 1961, s. 139]
Quorum, chairman, voting, etc., at meetings
179.—(1)  So far as the articles do not make other provision in that behalf and subject to section 64 —
(a)2 members of the company personally present shall form a quorum;
(b)any member elected by the members present at a meeting may be chairman thereof;
(c)in the case of a company having a share capital —
(i)on a show of hands, each member who is personally present and entitled to vote shall have one vote; and
(ii)on a poll, each member shall have one vote in respect of each share held by him and where all or part of the share capital consists of stock or units of stock each member shall have one vote in respect of the stock or units of stock held by him which is or are or were originally equivalent to one share; and
(d)in the case of a company not having a share capital every member shall have one vote.
(2)  On a poll taken at a meeting a person entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
(3)  A corporation may by resolution of its directors or other governing body —
(a)if it is a member of a company, authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the company or of any class of members; or
(b)if it is a creditor, including a holder of debentures, of a company, authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of any creditors of the company,
and a person so authorised shall, in accordance with his authority and until his authority is revoked by the corporation, be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company.
(4)  Where —
(a)a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and
(b)the person is not otherwise entitled to be present at the meeting,
the corporation shall, for the purposes of subsection (1), be deemed to be personally present at the meeting.
(5)  Subject to section 41(8) and (9), a certificate under the seal of the corporation shall be prima facie evidence of the appointment or of the revocation of the appointment, as the case may be, of a representative pursuant to subsection (3).
[13/87]
(6)  Where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary and a minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any act, matter, or thing, or any ordinary or special resolution, required by this Act or by the memorandum or articles of the subsidiary to be made, performed, or passed by or at an ordinary general meeting or an extraordinary general meeting of the subsidiary has been made, performed, or passed, that act, matter, thing, or resolution shall, for all purposes, be deemed to have been duly made, performed, or passed by or at an ordinary general meeting, or as the case requires, by or at an extraordinary general meeting of the subsidiary.
(7)  Where by or under any provision of this Act any notice, copy of a resolution or other document relating to any matter is required to be lodged by a company with the Registrar, and a minute referred to in subsection (6) is signed by the representative in pursuance of that subsection and the minute relates to such a matter the company shall within one month after the signing of the minute lodge a copy thereof with the Registrar.
(8)  For the purposes of this section, any reference to a member of a company does not include the company itself where it is such a member by virtue of its holding shares as treasury shares.
[21/2005]
[UK, 1948, s. 139; Aust., 1961, s. 140]
As to member’s rights at meetings
180.—(1)  Subject to subsection (2), every member shall, notwithstanding any provision in the memorandum or articles, have a right to attend any general meeting of the company and to speak and vote on any resolution before the meeting except that the company’s articles may provide that a member shall not be entitled to vote unless all calls or other sums personally payable by him in respect of shares in the company have been paid.
(2)  Notwithstanding subsection (1), the articles may provide that holders of preference shares shall not have the right to vote at a general meeting of the company except that any preference shares issued after 15th August 1984 shall carry the right to attend any general meeting and in a poll thereat to at least one vote in respect of each such share held —
(a)during such period as the preferential dividend or any part thereof remains in arrear and unpaid, such period starting from a date not more than 12 months, or such lesser period as the articles may provide, after the due date of the dividend;
(b)upon any resolution which varies the rights attached to such shares; or
(c)upon any resolution for the winding up of the company.
[15/84; S205/84]
(3)  For the purposes of subsection (2), a dividend shall be deemed to be due on the date appointed in the articles for the payment of the dividend for any year or other period, or if no such date is appointed, upon the day immediately following the expiration of the year or other period and whether or not such dividend shall have been earned or declared.
Proxies
181.—(1)  A member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, shall be entitled to appoint another person or persons, whether a member or not, as his proxy to attend and vote instead of the member at the meeting and a proxy appointed to attend and vote instead of a member shall also have the same right as the member to speak at the meeting, but unless the articles otherwise provide —
(a)a proxy shall not be entitled to vote except on a poll;
(b)a member shall not be entitled to appoint more than 2 proxies to attend and vote at the same meeting; and
(c)where a member appoints 2 proxies the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
(2)  In every notice calling a meeting of a company or a meeting of any class of members of a company there shall appear with reasonable prominence a statement as to the rights of the member to appoint proxies to attend and vote instead of the member, and that a proxy need not also be a member; and if default is made in complying with this subsection as respects any meeting, every officer of the company who is in default shall be guilty of an offence.
(3)  Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued at the company’s expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]
(4)  No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at his request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
(5)  Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued or circulated shall be guilty of an offence unless the invitation is accompanied by a form of proxy which shall entitle the member to direct the proxy to vote either for or against the resolution.
[UK, 1948, s. 136; Aust., 1961, s. 141]
Power of Court to order meeting
182.  If for any reason it is impracticable to call a meeting in any manner in which meetings may be called or to conduct the meeting in the manner prescribed by the articles or this Act, the Court may, either of its own motion or on the application of any director or of any member who would be entitled to vote at the meeting or of the personal representative of any such member, order a meeting to be called, held and conducted in such manner as the Court thinks fit, and may give such ancillary or consequential directions as it thinks expedient, including a direction that one member present in person or by proxy shall be deemed to constitute a meeting or that the personal representative of any deceased member may exercise all or any of the powers that the deceased member could have exercised if he were present at the meeting.
[UK, 1948, s. 135; Aust., 1961, s. 142]
Circulation of members’ resolutions, etc.
183.—(1)  Subject to this section, a company shall on the requisition of such number of members of the company as is specified in subsection (2) and, unless the company otherwise resolves, at the expense of the requisitionists —
(a)give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting or (if the resolution is proposed to be passed by written means under section 184A) for which agreement is sought; and
(b)circulate to members entitled to have notice of any general meeting sent to them any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.
[8/2003]
(2)  The number of members necessary for a requisition under subsection (1) shall be —
(a)any number of members representing not less than 5% of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
(b)not less than 100 members holding shares in the company on which there has been paid up an average sum, per member, of not less than $500.
(3)  Subject to subsection (3A), notice of a resolution referred to in subsection (1) shall be given, and any statement so referred to shall be circulated, to members of the company entitled to have notice of the meeting sent to them by serving on each member, in any manner permitted for service of the notice of the meeting, a copy of the resolution and statement.
[8/2003]
(3A)  Where the resolution is proposed to be passed by written means under section 184A, the notice of the resolution and statement shall be given and circulated to members of the company entitled to have notice of the meeting sent to them by serving on each member —
(a)a copy of the resolution and statement; and
(b)a notification that formal agreement to the resolution is being sought under section 184A.
[8/2003; 5/2004]
(3B)  Notice of the resolution shall be given to any other member of the company by serving on him notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the company.
[8/2003]
(3C)  Except where the resolution is proposed to be passed by written means under section 184A, the copy of the resolution referred to in subsection (3) shall be served, or notice of the general effect of the resolution referred to in subsection (3B) shall be given, as the case may be, in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter.
[8/2003]
(4)  Subject to subsection (4A), a company shall not be bound under this section to give notice of any resolution or to circulate any statement unless —
(a)a copy of the requisition signed by the requisitionists, or 2 or more copies which between them contain the signatures of all the requisitionists, is deposited at the registered office of the company —
(i)in the case of a requisition requiring notice of a resolution, not less than 6 weeks before the meeting; and
(ii)in the case of any other requisition, not less than one week before the meeting; and
(b)there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company’s expenses in giving effect thereto,
but if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date 6 weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection shall be deemed to have been properly deposited for the purposes thereof.
[8/2003]
(4A)  A company shall not be bound under this section to give notice of any resolution which is proposed to be passed by written means under section 184A, or to circulate any statement relating thereto, unless —
(a)the requisition setting out the text of the resolution and the statement is received by a director of the company in legible form or a permitted alternative form; and
(b)the notice states that formal agreement to the resolution is sought under section 184A.
[8/2003]
(4B)  Where the requisition under subsection (4A)(a) requests that the date of its receipt by a company be notified to a specified person, the directors shall, without delay after it is first received by a director in legible form or a permitted alternative form, notify that person of the date when it was first so received.
[8/2003]
(5)  The company shall not be bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the requisitionists, notwithstanding that they are not parties to the application.
(6)  Notwithstanding anything in the company’s articles, the business which may be dealt with at an annual general meeting shall include any resolution of which notice is given in accordance with this section, and for the purposes of this subsection notice shall be deemed to have been so given notwithstanding the accidental omission, in giving it, of one or more members.
(7)  In the event of any default in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
[15/84]
(8)  For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —
(a)in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
(b)in another form that —
(i)is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
(ii)is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
[5/2004]
[UK, 1948, s. 140; Aust., 1961, s. 143]
Special resolutions
184.—(1)  A resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting of which —
(a)in the case of a private company, not less than 14 days’ written notice; or
(b)in the case of a public company, not less than 21 days’ written notice,
specifying the intention to propose the resolution as a special resolution has been duly given.
[8/2003]
(2)  Notwithstanding subsection (1), if it so agreed by a majority in number of the members having the right to attend and vote at the meeting, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting, a resolution may be proposed and passed as a special resolution at a meeting of which written notice of a period less than that required under subsection (1) has been given.
[8/2003; 21/2005]
(3)  At any meeting at which a special resolution is submitted a declaration of the chairman that the resolution is carried shall unless a poll is demanded be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(4)  At any meeting at which a special resolution is submitted a poll shall be deemed to be effectively demanded if demanded —
(a)by such number of members for the time being entitled under the articles to vote at the meeting as is specified in the articles, but it shall not in any case be necessary for more than 5 members to make the demand;
(b)if no such provision is made by the articles, by 3 members so entitled, or by one or 2 members so entitled, if —
(i)that member holds or those 2 members together hold not less than 10% of the total number of paid-up shares of the company (excluding treasury shares); or
(ii)that member represents or those 2 members together represent not less than 10% of the total voting rights of all the members having a right to vote at that meeting.
[21/2005]
(4A)  For the purposes of subsection (4), any reference to a member does not include a reference to a company itself where it is registered as a member.
[21/2005]
(5)  In computing the majority on a poll demanded on the question that a special resolution be passed reference shall be had to the number of votes cast for and against the resolution and to the number of votes to which each member is entitled by this Act or the articles of the company.
(6)  For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting shall be deemed to be duly held when the notice is given and the meeting held in the manner provided by this Act or by the articles.
(7)  Any extraordinary resolution, duly and appropriately passed before 29th December 1967 shall for the purposes of this Act be treated as a special resolution.
[S 258/67]
(8)  Where in the case of a company incorporated before 29th December 1967 any matter is required or permitted to be done by extraordinary resolution that matter may be done by special resolution.
[UK, 1948, s. 141; Aust., 1961, s. 144]
Passing of resolutions by written means
184A.—(1)  Notwithstanding any other provision of this Act, a private company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F.
[8/2003]
(2)  Subsection (1) shall not apply to a resolution referred to in section 175A(1) or a resolution for which special notice is required.
[8/2003]
(3)  A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —
(a)at least 75%; or
(b)if the memorandum or articles of the company require a greater majority for that resolution, that greater majority,
of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.
[8/2003]
(4)  An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —
(a)a majority; or
(b)if the memorandum or articles of the company require a greater majority for that resolution, that greater majority,
of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.
[8/2003]
(4A)  A resolution referred to in section 76(9B)(e) is passed by written means if the resolution indicates that it is a resolution referred to in that provision and if it has been formally agreed on any date by all the members of the company who on that date would have the right to vote on that resolution at a general meeting of the company.
[21/2005]
(5)  For the purposes of this section, a resolution of a company is formally agreed by a member if —
(a)the company receives from the member (or his proxy if this is allowed) a document that —
(i)is given to the company in legible form or a permitted alternative form;
(ii)indicates the member’s agreement (or agreement on his behalf) to the resolution; and
(iii)includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and
(b)the member (or his proxy) had a legible text of the resolution before giving that document.
[8/2003]
(6)  Nothing in subsection (3), (4) or (4A) shall be construed as requiring the requisite number of members to formally agree to the resolution on a single day.
[8/2003; 21/2005]
(6A)  For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —
(a)in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
(b)in another form that —
(i)is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
(ii)is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
[5/2004]
(7)  Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accordance with this section.
[8/2003]
(8)  Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section.
[8/2003]
[UK, Bill, 2002, Clause 170]
Requirements for passing of resolutions by written means
184B.—(1)  A resolution of a private company may only be passed by written means if —
(a)either —
(i)agreement to the resolution was first sought by the directors of the company in accordance with section 184C; or
(ii)a requisition for that resolution was first given to the company in accordance with section 183 and, by reason of that notice, the documents referred to in section 183(3A) in respect of the resolution were served on members of the company in accordance with section 183(3A);
(b)the memorandum and articles of the company do not prohibit the passing of resolutions (either generally or for the purpose in question) by written means; and
(c)all conditions in the company’s memorandum and articles relating to the passing of the resolution by written means are met.
[8/2003; 5/2004]
(2)  Any resolution that is passed in contravention of subsection (1) shall be invalid.
[8/2003]
[UK, Bill, 2002, Clause 171]
Where directors seek agreement to resolution by written means
184C.—(1)  The directors of a private company who wish to seek agreement to a resolution of the company and for it to be passed by written means shall send to each member, having the right to vote on that resolution at a general meeting, a copy of the text of the resolution.
[5/2004]
(2)  As far as practicable, the directors shall comply with subsection (1) as respects every member at the same time and without delay.
[8/2003]
(3)  Without prejudice to any other means of complying with subsections (1) and (2), the directors shall have complied with those subsections if they secure that the same paper document containing the text of the resolution is sent without delay to each member in turn.
[8/2003]
(4)  Subject to section 184D, if the resolution is passed before the directors have complied with subsection (1) as respects every member, that fact shall not affect the validity of the resolution or any obligation already incurred by the directors under subsections (1) and (2).
[8/2003]
[UK, Bill, 2002, Clause 172]
Members may require general meeting for resolution
184D.—(1)  Any member or members of a private company representing at least 5% of the total voting rights of all the members having the right to vote on a resolution at a general meeting of the company may, within 7 days after —
(a)the text of the resolution has been sent to him or them in accordance with section 184C; or
(b)the documents referred to in section 183(3A) in respect of the resolution have been served on him or them,
as the case may be, give notice to the company requiring that a general meeting be convened for that resolution.
[8/2003; 5/2004]
(2)  Where notice is given under subsection (1) —
(a)the resolution is invalid even though it may have in the meantime been passed in accordance with section 184A; and
(b)the directors shall proceed to convene a general meeting for the resolution.
[8/2003]
Company’s duty to notify members that resolution passed by written means
184E.—(1)  Where a resolution of a private company is passed by written means, the company shall —
(a)notify every member that it has been passed; and
(b)do so within 15 days from the earliest date on which a director or secretary of the company is aware that it has been passed.
[8/2003]
(2)  Non-compliance with this section shall not render the resolution invalid.
[8/2003]
[UK, Bill, 2002, Clause 173]
Recording of resolutions passed by written means
184F.—(1)  Where a resolution of a private company is passed by written means, the company shall cause a record of the resolution, and the indication of each member’s agreement (or agreement on his behalf) to it, to be entered in a book in the same way as minutes of proceedings of a general meeting of the company.
[8/2003]
(2)  Non-compliance with subsection (1) shall not render the resolution invalid.
[8/2003]
(3)  Any such record, if purporting to be signed by a director or the secretary of the company, is evidence of the proceedings in passing the resolution.
[8/2003]
(4)  Where a record is made in accordance with this section, then, until the contrary is proved, the requirements of this Act with respect to those proceedings shall be deemed to have been complied with.
[8/2003]
(5)  Section 189 applies in relation to a record made in accordance with this section as it applies in relation to minutes of proceedings of a general meeting.
[8/2003]
[UK, 1985, s. 382A]
Resolutions of one member companies
184G.—(1)  Notwithstanding anything in this Act, a company that has only one member may pass a resolution by the member recording the resolution and signing the record.
[5/2004]
(2)  If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied by lodging the information or document with the resolution that is passed.
[5/2004]
[Aust., 2001, s. 249B]
Resolution requiring special notice
185.  Where by this Act special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, in any manner allowed by the articles, not less than 14 days before the meeting, but if after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice, although not given to the company within the time required by this section, shall be deemed to be properly given.
[UK, 1948, s. 142; Aust., 1961, s. 145]
Registration and copies of certain resolutions
186.—(1)  A copy of —
(a)every special resolution; and
(b)every resolution which effectively binds any class of shareholders whether agreed to by all the members of that class or not,
shall, except where otherwise expressly provided by this Act within one month after the passing or making thereof, be lodged by the company with the Registrar.
[12/2002; 8/2003]
(2)  Where articles have not been registered a printed copy of every resolution to which this section applies shall be forwarded to any member at his request on payment of $1 or such less sum as the company directs.
[8/2003]
(3)  In the event of any default in complying with subsection (1) the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[15/84]
(4)  In the event of any default in complying with subsection (2) the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine of $50 for each copy in respect of which default is made.
[15/84]
[UK, 1948, s. 143; Aust., 1961, s. 146]
Resolutions at adjourned meetings
187.  Where a resolution is passed at an adjourned meeting of a company or of holders of any class of shares or of directors the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed and not on any earlier date.
[UK, 1948, s. 144; Aust., 1961, s. 147]
Minutes of proceedings
188.—(1)  Every company shall cause —
(a)minutes of all proceedings of general meetings and of meetings of its directors and of its managers, if any, to be entered in books kept for that purpose within one month of the date upon which the relevant meeting was held; and
(b)those minutes to be signed by the chairman of the meeting at which the proceedings were had or by the chairman of the next succeeding meeting.
(2)  Any minutes so entered that purports to be signed as provided in subsection (1) shall be evidence of the proceedings to which they relate, unless the contrary is proved.
[5/2004]
(3)  Where minutes have been so entered and signed, then, until the contrary is proved —
(a)the meeting shall be deemed to have been duly held and convened;
(b)all proceedings had thereat shall be deemed to have been duly had; and
(c)all appointments of officers or liquidators made thereat shall be deemed to be valid.
(3A)  Every company shall keep minute books in which it shall cause to be entered the following matters:
(a)if the company has only one director —
(i)the passing of resolutions by that director; and
(ii)the making of declarations by that director;
(b)resolutions passed by written means under section 184A,
within one month of the passing or making of each resolution or declaration.
[5/2004]
(3B)  The company shall ensure that minutes of the passing of a resolution referred to in subsection (3A)(b) are signed by a director within a reasonable time after the resolution is passed.
[5/2004]
(3C)  The director of a company with only one director who has passed a resolution or made a declaration shall sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made.
[5/2004]
(3D)  Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) shall be evidence of the resolution or declaration to which they relate, unless the contrary is proved.
[5/2004]
(4)  If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
[15/84]
[UK, 1948, s. 145; Aust., 1961, s. 148; Aust., 2001, s. 251A]
Inspection of minute books
189.—(1)  The books referred to in section 188(1) and (3A) shall be kept by the company at the registered office or the principal place of business in Singapore of the company, and shall be open to the inspection of any member without charge.
[5/2004]
(2)  Any member shall be entitled to be furnished within 14 days after he has made a request in writing in that behalf to the company with a copy of any minutes specified in section 188(1) or (3A) at a charge not exceeding $1 for every page thereof.
[15/84; 5/2004]
(2A)  Subsection (1) shall not apply to books containing minutes of proceedings of meetings of a company’s directors and of its managers, or (as the case may be) books containing minutes of the passing of resolutions and the making of declarations by the director of a company that has only one director; and subsection (2) shall not apply to any of those minutes.
[28/2004]
(3)  If any copy required under this section is not so furnished the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400 and also to a default penalty.
[15/84]
[UK, 1948, s. 146; Aust., 1961, s. 149]
Division 4 — Register of members
Register and index of members
190.—(1)  Every company shall keep a register of its members and enter therein —
(a)the names and addresses of the members, and in the case of a company having a share capital a statement of the shares held by each member, distinguishing each share by its number, if any, or by the number, if any, of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member;
(b)the date at which the name of each person was entered in the register as a member;
(c)the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and
(d)in the case of a company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment.
(2)  Notwithstanding anything in subsection (1), where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company shall alter the register to show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (1)(a).
(2A)  Where a company purchases one or more of its own shares or stocks in circumstances in which section 76H applies —
(a)the requirements of subsections (1)(a), (b) and (c) and (2) shall be complied with unless the company cancels all of the shares or stocks immediately after the purchase in accordance with section 76K(1); but
(b)any share or stock which is so cancelled shall be disregarded for the purposes of subsections (1)(a) and (2).
[21/2005]
(3)  Notwithstanding anything in subsection (1), a company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former members need not be supplied to any person who applies for a copy of the register unless he specifically requests the names and particulars of former members.
(4)  The register of members shall be prima facie evidence of any matters inserted therein as required or authorised by this Act.
Index of members of company
(5)  Every company having more than 50 members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index in convenient form of the names of the members and shall, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index.
(6)  The index shall in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.
(7)  If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[15/84]
[UK, 1948, ss. 110, 118; UK, Treasury Shares, Sch., para. 18; Aust., 1961, s. 151]
Where register to be kept
191.—(1)  The register of members and index, if any, shall be kept at the registered office of the company, but —
(a)if the work of making them up is done at another office of the company in Singapore they may be kept at that other office; or
(b)if the company arranges with some other person to make up the register and index, if any, on its behalf they may be kept at the office of that other person at which the work is done if that office is in Singapore.
(2)  Every company shall, within 14 days after the register and index, if any, are first kept at a place other than the registered office, lodge with the Registrar notice of the place where the register and index, if any, are kept and shall, within 14 days after any change in the place at which the register and index, if any, are kept, lodge with the Registrar notice of the change.
(3)  If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[15/84]
[UK, 1948, s. 110; Aust., 1961, s. 152]
Inspection and closing of register
192.—(1)  A company may close the register of members or any class of members for one or more periods not exceeding 30 days in the aggregate in any calendar year.
[5/2004]
(2)  The register and index shall be open to the inspection of any member without charge and of any other person on payment for each inspection of $1 or such less sum as the company requires.
(3)  Any member or other person may request the company to furnish him with a copy of the register, or of any part thereof, but only so far as it relates to names, addresses, number of shares held and amounts paid on shares, on payment in advance of $1 or such less sum as the company requires for every page thereof required to be copied and the company shall cause any copy so requested by any person to be sent to that person within a period of 21 days or within such further period as the Registrar considers reasonable in the circumstances commencing on the day next after the day on which the request is received by the company.
[15/84]
(4)  If any copy so requested is not sent within the period prescribed by subsection (3), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400 and also to a default penalty.
[15/84]
[UK, 1948, s. 115; Aust., 1961, s. 153]
Consequences of default by agent
193.  Where, by virtue of section 191(1)(b), the register of members is kept at the office of some person other than the company, and by reason of any default of his the company fails to comply with section 191(1) or (2) or with section 192 or with any requirements of this Act as to the production of the register, that other person shall be liable to the same penalties as if he were an officer of the company who was in default, and the power of the Court under section 399 shall extend to the making of orders against that other person and his officers and employees.
[UK, 1948, s. 114; Aust., 1961, s. 154]
Power of Court to rectify register
194.—(1)  If —
(a)the name of any person is without sufficient cause entered in or omitted from the register; or
(b)default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member,
the person aggrieved or any member or the company may apply to the Court for rectification of the register, and the Court may refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party to the application.
(2)  On any application under subsection (1), the Court may decide —
(a)any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members or between members or alleged members on the one hand and the company on the other hand; and
(b)generally, any question necessary or expedient to be decided for the rectification of the register.
(3)  The Court when making an order for rectification of the register shall by its order direct a notice of the rectification to be so lodged.
(4)  No application for the rectification of a register in respect of an entry which was made in the register more than 30 years before the date of the application shall be entertained by the Court.
[UK, 1948, s. 116; Aust., 1961, s. 155]
Limitation of liability of trustee, etc., registered as holder of shares
195.—(1)  Any trustee, executor or administrator of the estate of any deceased person who was registered in a register or branch register kept in Singapore as the holder of a share in any corporation may become registered as the holder of that share as trustee, executor or administrator of that estate and shall in respect of that share be subject to the same liabilities and no more as he would have been subject to if the share had remained registered in the name of the deceased person.
(2)  Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any corporation being a share registered in a register or branch register kept in Singapore may with the consent of the corporation and of the registered holder of that share become registered as the holder of the share as trustee, executor or administrator of that estate and shall in respect of the share be subject to the same liabilities and no more as he would have been subject to if the share had been registered in the name of the deceased person.
(3)  Shares in a corporation registered in a register or branch register kept in Singapore and held by a trustee in respect of a particular trust shall at the request of the trustee be marked in the register or branch register in such a way as to identify them as being held in respect of the trust.
(4)  Subject to this section, no notice of any trust expressed, implied or constructive shall be entered in a register or branch register or be receivable by the Registrar and no liabilities shall be affected by anything done in pursuance of subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section and the corporation concerned shall not be affected by notice of any trust by anything so done.
[UK, 1948, s. 117; Aust., 1961, s. 156]
Branch registers
196.—(1)  A company having a share capital may cause to be kept in any place outside Singapore a branch register of members which shall be deemed to be part of the company’s register of members.
(2)  The company shall lodge with the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such notice shall be lodged within one month after the opening of the office or of the change or discontinuance, as the case may be.
(3)  A branch register shall be kept in the same manner in which the principal register is by this Act required to be kept.
(4)  The company shall transmit to the office at which its principal register is kept a copy of every entry in its branch register as soon as possible after the entry is made, and shall cause to be kept at that office duly entered up from time to time a duplicate of its branch register, which shall for all purposes of this Act be deemed to be part of the principal register.
(5)  Subject to this section with respect to the duplicate register, the shares registered in a branch register shall be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a branch register shall during the continuance of that registration be registered in any other register.
(6)  A company may discontinue a branch register and thereupon all entries in that register shall be transferred to some other branch register kept by the company in the same place or to the principal register.
(7)  This section shall apply to all companies incorporated in Singapore.
(8)  If by virtue of the law in force in any other country any corporation incorporated under that law keeps in Singapore a branch register of its members, the Minister may by order declare that the provisions of this Act relating to inspection, place of keeping and rectification of registers of members shall, subject to any modifications specified in the order, apply to and in relation to any such branch register kept in Singapore as they apply to and in relation to the registers of companies under this Act and thereupon those provisions shall apply accordingly.
[13/87]
(9)  If default is made in complying with this section, the company and every officer of the company who is in default and every person who, pursuant to section 191, has arranged to make up the principal register, and who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
[15/84]
[UK, 1948, ss. 119-123; Aust., 1961, s. 157]
Division 5 — Annual return
Annual return by company having a share capital
197.—(1)  Every company having a share capital shall lodge a return with the Registrar containing the particulars referred to in the Eighth Schedule and accompanied by such copies of documents as may be prescribed.
[12/2002]
(2)  The return under subsection (1) shall be in accordance with the prescribed form or as near thereto as the circumstances admit.
[12/2002]
(3)  In the case of a company keeping a branch register, the particulars of the entries in that register shall, so far as they relate to matters which are required to be stated in the return, be included in the return made next after copies of those entries are received at the registered office of the company.
(4)  The annual return shall be lodged with the Registrar within one month or in the case of a company keeping pursuant to its articles a branch register in any place outside Singapore within 2 months after the annual general meeting.
[12/2002]
[UK, 1948, s. 124; Aust., 1961, ss. 158, 159]
Annual return by company not having a share capital
(5)  A company not having a share capital shall, within one month after each annual general meeting of the company, lodge with the Registrar a return which shall be in accordance with the prescribed form or as near thereto as the circumstances admit.
[12/2002]
(6)  [Act 12 of 2002]
(7)  If a company fails to comply with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
[15/84; 13/87]
[UK, 1948, s. 125; Aust., 1961, s. 159]
Exemption from filing list of members with annual return for certain public companies
198.  [Act 12 of 2002]
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Last updated 30 Jul 2024
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