Companies Act(CHAPTER 50)
Table of Contents
Long Title
Part I PRELIMINARY
1 Short title
2 Division into Parts
3 Repeals
4 Interpretation
5 Definition of subsidiary and holding company
5A Definition of ultimate holding company
5B Definition of wholly owned subsidiary
6 When corporations deemed to be related to each other
7 Interests in shares
7A Solvency statement and offence for making false statement
Part II ADMINISTRATION OF THIS ACT
8 Administration of Act and appointment of Registrar of Companies, etc.
8A Inspection of books of corporation
8B Power of Magistrate to issue warrant to seize books
8C Copies of or extracts from books to be admitted in evidence
8D Destruction, mutilation, etc., of company documents
8E Saving for advocates and solicitors
8F Investigation of certain matters
8G Savings for banks, insurance companies and certain financial institutions
8H Security of information
9 Approved liquidators
10 Company auditors
11 Disqualification of liquidators
12 Registers
12A Filing service
12B Rectification of register
13 Enforcement of duty to make returns
14 Relodging of lost registered documents
15 Size, durability and legibility of documents delivered to Registrar
16 Instant Information Service — exclusion of liability for errors or omissions
16A Supply of magnetic tapes — exclusion of liability for errors or omissions
Part III CONSTITUTION OF COMPANIES
17 Formation of companies
18 Private company
19 Registration and incorporation
20 Power to refuse registration
20A Minimum of one member
21 Membership of holding company
22 Requirements as to memorandum
23 Capacity and powers of company
24 Power of company to provide for employees on cessation of business
25 Ultra vires transactions
25A No constructive notice
26 General provisions as to alteration of memorandum
26A Power to entrench provisions of memorandum and articles of company
27 Names of companies
28 Change of name
29 Omission of "Limited" or "Berhad" in name of charitable and other companies
30 Registration of unlimited company as limited company, etc.
31 Change from public to private company
32 Default in complying with requirements as to private companies
33 Alterations of objects in memorandum
34 Alteration of memorandum by company pursuant to repeal and re-enactment of sections 10 and 14 of Residential Property Act
35 Articles of association
36 Adoption of Table A in Fourth Schedule
37 Alteration of articles
38 As to memorandum and articles of companies limited by guarantee
39 Effect of memorandum and articles
40 Copies of memorandum and articles
41 Ratification by company of contracts made before incorporation
42 (Repealed)
42A Company or foreign company with a charitable purpose which contravenes the Charities Act or regulations made thereunder may be wound up or struck off the register
Part IV SHARES, DEBENTURES AND CHARGES
43 (Repealed)
44 (Repealed)
45 (Repealed)
46 (Repealed)
47 (Repealed)
48 (Repealed)
49 (Repealed)
50 (Repealed)
51 (Repealed)
52 (Repealed)
53 (Repealed)
54 (Repealed)
55 (Repealed)
56 (Repealed)
57 (Repealed)
58 (Repealed)
59 Restriction on allotment in certain cases
60 Requirements as to statements in lieu of prospectus
61 Restrictions on commencement of business in certain circumstances
62 Restriction on varying contracts referred to in prospectus, etc.
62A No par value shares
62B Transitional provisions for section 62A
63 Return as to allotments
64 As to voting rights of equity shares in certain companies
65 Differences in calls and payments, etc.
66 Share warrants
67 (Repealed)
69F (Repealed)
70 Redeemable preference shares
71 Power of company to alter its share capital
72 Validation of shares improperly issued
73 (Repealed)
74 Rights of holders of classes of shares
75 Rights of holders of preference shares to be set out in memorandum or articles
76 Company financing dealings in its shares, etc.
76A Consequences of company financing dealings in its shares, etc.
76B Company may acquire its own shares
76C Authority for off-market acquisition on equal access scheme
76D Authority for selective off-market acquisition
76DA Contingent purchase contract
76E Authority for market acquisition
76F Payments to be made only if company is solvent
76G Reduction of capital or profits or both on cancellation of repurchased shares
76H Treasury shares
76I Treasury shares: maximum holdings
76J Treasury shares: voting and other rights
76K Treasury shares: disposal and cancellation
77 Options over unissued shares
78 Power of company to pay interest out of capital in certain cases
78A Preliminary
78B Reduction of share capital by private company
78C Reduction of share capital by public company
78D Creditor’s right to object to company’s reduction
78E Position at end of period for creditor objections
78F Power of Court where creditor objection made
78G Reduction by special resolution subject to Court approval
78H Creditor protection
78I Court order approving reduction
78J Offences for making groundless or false statements
78K Liability of members on reduced shares
79 Application and interpretation of Division
80 Persons obliged to comply with Division
81 Substantial shareholdings and substantial shareholders
82 Substantial shareholder to notify company of his interests
83 Substantial shareholder to notify company of change in interests
84 Person who ceases to be substantial shareholder to notify company
85 References to operation of section 7
86 Persons holding shares as trustees
87 Registrar may extend time for giving notice under this Division
88 Company to keep register of substantial shareholders
89 Offences against certain sections
90 Defence to prosecutions
91 Powers of Court with respect to defaulting substantial shareholders
92 Power of company to require disclosure of beneficial interest in its voting shares
93 Register of debenture holders and copies of trust deed
94 Specific performance of contracts
95 Perpetual debentures
96 Reissue of redeemed debentures
97 (Repealed)
98 (Repealed)
99 (Repealed)
100 Power of Court in relation to certain irredeemable debentures
101 (Repealed)
106 (Repealed)
106A (Repealed)
106L (Repealed)
107 (Repealed)
120 (Repealed)
121 Nature of shares
122 Numbering of shares
123 Certificate to be evidence of title
124 Company may have duplicate common seal
125 Loss or destruction of certificates
126 Instrument of transfer
127 Registrations of transfer at request of transferor
128 Notice of refusal to register transfer
128A Notice of transfer of shares
129 Certification of transfers
130 Duties of company with respect to issue of certificates and default in issue of certificates
130A Interpretation
130B Application of this Division
130C Establishment of Central Depository System
130CA Depository or nominee deemed to be bare trustee
130D Depository not a member of a company and depositors deemed to be members
130E Depository to certify names of depositors to corporation upon request
130F Maintenance of accounts
130G Transfers effected by Depository under book-entry clearing system
130H Depository to be discharged from liability if acting on instructions
130I Confirmation of transaction
130J No rectification of Depository Register
130K Trustee, executor or administrator of deceased depositor named as depositor
130L Non-application of certain provisions in bankruptcy and company liquidation law
130M Non-application of certain provisions in sections 21 and 76A
130N Security interest
130O Depository rules to be regarded as rules of a securities exchange that are subject to Securities and Futures Act
130P Regulations
131 Registration of charges
132 Duty to register charges
133 Duty of company to register charges existing on property acquired
134 Register of charges to be kept by Registrar
135 Endorsement of certificate of registration on debentures
136 Entries of satisfaction and release of property from charge
137 Extension of time and rectification of register of charges
138 Company to keep copies of charging instruments and register of charges
139 Documents made out of Singapore
140 Charges, etc., created before 29th December 1967
141 Application of Division
Part V MANAGEMENT AND ADMINISTRATION
142 Registered office of company
143 Office hours
144 Publication of name and registration number
145 Directors
146 Restrictions on appointment or advertisement of director
147 Qualification of director
148 Restriction on undischarged bankrupt being director or manager
149 Disqualification of unfit directors of insolvent companies
149A Disqualification of directors of companies wound up on grounds of national security or interest
150 Appointment of directors to be voted on individually
151 Validity of acts of directors and officers
152 Removal of directors
153 Age limit for directors
154 Disqualification to act as director on conviction of certain offences
155 Disqualification for persistent default in relation to delivery of documents to Registrar
155A Disqualification under Limited Liability Partnerships Act 2005
156 Disclosure of interests in transactions, property, offices, etc.
157 As to the duty and liability of officers
157A Powers of directors
157B Director declarations where company has one director
157C Use of information and advice
158 Disclosure of company information by certain directors
159 Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council
160 Approval of company required for disposal by directors of company’s undertaking or property
160A (Repealed)
160B (Repealed)
160C (Repealed)
160D (Repealed)
161 Approval of company required for issue of shares by directors
162 Loans to directors
163 Prohibition of loans to persons connected with directors of lending company
164 Register of director’s shareholdings
164A Power to require disclosure of directors’ emoluments
165 General duty to make disclosure
166 Duty of director to notify stock exchange of acquisition, etc., of its securities
167 (Repealed)
168 Payments to director for loss of office, etc.
169 Provision and improvement of director’s emoluments
170 Provisions as to assignment of office
171 Secretary
172 Provisions indemnifying directors or officers
173 Register of directors, managers, secretaries and auditors
173A (Repealed)
174 Statutory meeting and statutory report
175 Annual general meeting
175A Private company may dispense with annual general meetings
176 Convening of extraordinary general meeting on requisition
177 Calling of meetings
178 Articles as to right to demand a poll
179 Quorum, chairman, voting, etc., at meetings
180 As to member’s rights at meetings
181 Proxies
182 Power of Court to order meeting
183 Circulation of members’ resolutions, etc.
184 Special resolutions
184A Passing of resolutions by written means
184B Requirements for passing of resolutions by written means
184C Where directors seek agreement to resolution by written means
184D Members may require general meeting for resolution
184E Company’s duty to notify members that resolution passed by written means
184F Recording of resolutions passed by written means
184G Resolutions of one member companies
185 Resolution requiring special notice
186 Registration and copies of certain resolutions
187 Resolutions at adjourned meetings
188 Minutes of proceedings
189 Inspection of minute books
190 Register and index of members
191 Where register to be kept
192 Inspection and closing of register
193 Consequences of default by agent
194 Power of Court to rectify register
195 Limitation of liability of trustee, etc., registered as holder of shares
196 Branch registers
197 Annual return by company having a share capital
198 (Repealed)
Part VI ACCOUNTS AND AUDIT
199 Accounting records and systems of control
200 As to accounting periods of companies within the same group
200A Accounting Standards
201 Accounts, consolidated accounts and directors’ report
201A (Repealed)
201B Audit committees
201C Directors need not lay accounts before company if resolution under section 175A in force
202 Relief from requirements as to form and content of accounts and reports
203 Members of company entitled to balance-sheet, etc.
203A Provision of summary financial statement to members
204 Penalty
205 Appointment and remuneration of auditors
205A Certain companies exempt from obligation to appoint auditors
205B Dormant company exempt from audit requirements
205C Exempt private company exempt from audit requirements
205D Registrar may require company exempt from audit requirements to lodge audited accounts
206 Auditors’ remuneration
207 Powers and duties of auditors as to reports on accounts
208 Auditors and other persons to enjoy qualified privilege in certain circumstances
209 Duties of auditors to trustee for debenture holders
209A Interpretation
209B (Repealed)
Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS
210 Power to compromise with creditors and members
211 Information as to compromise with creditors and members
212 Approval of compromise or arrangement by Court
213 (Repealed)
214 (Repealed)
215 Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority
215A Amalgamations
215B Amalgamation proposal
215C Manner of approving amalgamation proposal
215D Short form amalgamation
215E Registration of amalgamation
215F Notice of amalgamation, etc.
215G Effect of amalgamations
215H Power of Court in certain cases
215I Solvency statement in relation to amalgamating company and offence for making false statement
215J Solvency statement in relation to amalgamated company and offence for making false statement
216 Personal remedies in cases of oppression or injustice
216A Derivative or representative actions
216B Evidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A
Part VIII RECEIVERS AND MANAGERS
217 Disqualification for appointment as receiver
218 Liability of receiver
219 Power of Court to fix remuneration of receivers or managers
220 Appointment of liquidator as receiver
221 Notification of appointment of receiver
222 Statement that receiver appointed
223 Provisions as to information where receiver or manager appointed
224 Special provisions as to statement submitted to receiver
225 Lodging of accounts of receivers and managers
226 Payments of certain debts out of assets subject to floating charge in priority to claims under charge
227 Enforcement of duty of receiver, etc., to make returns
Part VIIIA JUDICIAL MANAGEMENT
227A Application to Court for a company to be placed under judicial management and for appointment of a judicial manager
227B Power of Court to make a judicial management order and appoint a judicial manager
227C Effect of application for a judicial management order
227D Effect of judicial management order
227E Notification of judicial management order
227F Vacancy in appointment of judicial manager
227G General powers and duties of judicial manager
227H Power to deal with charged property, etc.
227I Agency and liability for contracts
227J Vacation of office and release
227K Information to be given by and to judicial manager
227L Company’s statement of affairs
227M Statement of proposals
227N Consideration of proposals by creditors’ meeting
227O Committee of creditors
227P Duty to manage company’s affairs, etc., in accordance with approved proposals
227Q Duty to apply for discharge of judicial management order
227R Protection of interests of creditors and members
227S Trade union representation on behalf of members who are creditors and employees of a company
227T Undue preference in case of judicial management
227U Delivery and seizure of property
227V Duty to co-operate with judicial manager
227W Inquiry into company’s dealings, etc.
227X Application of certain provisions in Parts VII and X to a company under judicial management
Part IX INVESTIGATIONS
228 Application of this Part
229 Interpretation
230 Power to declare company or foreign company
231 Appointment of inspectors for declared companies
232 Investigation of affairs of company by inspectors at direction of Minister
233 As to reports of inspectors
234 (Repealed)
235 Investigation of affairs of related corporation
236 Procedure and powers of inspector
237 As to costs of investigations
238 Report of inspector to be admissible in evidence
239 Powers of inspector in relation to a declared company
240 Suspension of actions and proceedings by declared company
241 Winding up of company
242 Penalties
243 Appointment and powers of inspectors to investigate ownership of company
244 Power to require information as to persons interested in shares or debentures
245 Power to impose restrictions on shares or debentures
246 Inspectors appointed in other countries
Part X WINDING UP
247 Modes of winding up
248 Application of this Division
249 Government bound by certain provisions
250 Liability as contributories of present and past members
251 Nature of liability of contributory
252 Contributories in case of death of member
253 Application for winding up
254 Circumstances in which company may be wound up by Court
255 Commencement of winding up
256 Payment of preliminary costs, etc.
257 Powers of Court on hearing winding up application
258 Power to stay or restrain proceedings against company
259 Avoidance of dispositions of property, etc.
260 Avoidance of certain attachments, etc.
261 Winding up application to be lis pendens
262 Copy of order to be lodged, etc.
263 Appointment, style, etc., of liquidators
264 Provisions where person other than Official Receiver is appointed liquidator
265 Control of unofficial liquidators by Official Receiver
266 Control of Official Receiver by Minister
267 Provisional liquidator
268 General provisions as to liquidators
269 Custody and vesting of company’s property
270 Statement of company’s affairs to be submitted to Official Receiver
271 Report by liquidator
272 Powers of liquidator
273 Exercise and control of liquidator’s powers
274 Payment by liquidator into bank
275 Release of liquidators and dissolution of company
276 As to orders for release or dissolution
277 Meetings to determine whether committee of inspection to be appointed
278 Constitution and proceedings of committee of inspection
279 Power to stay winding up
280 Settlement of list of contributories and application of assets
281 Payment of debts due by contributory, to company, and extent to which set-off allowed
282 Appointment of special manager
283 Claims of creditors and distribution of assets
284 Inspection of books and papers by creditors and contributories
285 Power to summon persons connected with company
286 Power to order public examination of promoters, directors, etc.
287 Power to arrest absconding contributory, director or former director
288 Delegation to liquidator of certain powers of Court
289 Powers of Court cumulative
290 Circumstances in which company may be wound up voluntarily
291 Provisional liquidator
292 Effect of voluntary winding up
293 Declaration of solvency
294 Liquidator
295 Duty of liquidator to call creditors’ meeting in case of insolvency
296 Meeting of creditors
297 Liquidator
298 Committee of inspection
299 Property and proceedings
300 Distribution of property of company
301 Appointment of liquidator
302 Removal of liquidator
303 Review of liquidator’s remuneration
304 Act of liquidator valid, etc.
305 Powers and duties of liquidator
306 Power of liquidator to accept shares, etc., as consideration for sale of property of company
307 Annual meeting of members and creditors
308 Final meeting and dissolution
309 Arrangement when binding on creditors
310 Application to Court to have questions determined or powers exercised
311 Costs
312 Limitation on right to wind up voluntarily
313 Books to be kept by liquidator
314 Powers of Official Receiver where no committee of inspection
315 Appeal against decision of liquidator
316 Notice of appointment and address of liquidator
317 Liquidator’s accounts
318 Liquidator to make good defaults
319 Notification that a company is in liquidation
320 Books and papers of company and liquidator
321 Investment of surplus funds on general account
322 Unclaimed assets to be paid to Official Receiver
322A Outstanding assets of company wound up on grounds of national security or interest
323 Expenses of winding up where assets insufficient
324 Resolutions passed at adjourned meetings of creditors and contributories
325 Meetings to ascertain wishes of creditors or contributories
326 Special commission for receiving evidence
327 Proof of debts
328 Priorities
329 Undue preference
330 Effect of floating charge
331 Liquidator’s right to recover in respect of certain sales to or by company
332 Disclaimer of onerous property
333 Interpretation
334 Restriction of rights of creditor as to execution or attachment
335 Duties of bailiff as to goods taken in execution
336 Offences by officers of companies in liquidation
337 Inducement to be appointed liquidator
338 Penalty for destruction, falsification, etc., of books
339 Liability where proper accounts not kept
340 Responsibility for fraudulent trading
341 Power of Court to assess damages against delinquent officers, etc.
342 Prosecution of delinquent officers and members of company
343 Power of Court to declare dissolution of company void
344 Power of Registrar to strike defunct company off register
345 Official Receiver to act as representative of defunct company in certain events
346 Outstanding assets of defunct company to vest in Official Receiver
347 Disposal of outstanding interests in property
348 Liability of Official Receiver and Government as to property vested in Official Receiver
349 Accounts and audit
350 Definition of unregistered company
351 Winding up of unregistered companies
352 Contributories in winding up of unregistered company
353 Power of Court to stay or restrain proceedings
354 Outstanding assets of defunct unregistered company
Part XI VARIOUS TYPES OF COMPANIES, ETC
355 (Repealed)
364 (Repealed)
365 Foreign companies to which this Division applies
366 Interpretation of this Division
367 Power of foreign companies to hold immovable property
368 Documents, etc., to be lodged by foreign companies having place of business in Singapore
369 Power to refuse registration of a foreign company in certain circumstances
370 As to registered office and agents of foreign companies
371 Transitory provisions
372 Return to be filed where documents, etc., altered
373 Balance-sheets
374 (Repealed)
375 Obligation to state name of foreign company, whether limited, and country where incorporated
376 Service of document
377 Cesser of business in Singapore
378 Restriction on use of certain names
379 Branch register
380 Registration of shares in branch register
381 Removal of shares from branch register
382 Index of members, inspection and closing of branch registers
383 Application of provisions of this Act relating to transfer
384 Branch register to be prima facie evidence
385 Certificate as to shareholding
386 Penalties
Part XII GENERAL
387 Service of documents on company
387A Electronic transmission of notices of meetings
387B Electronic transmission of documents
388 Security for costs
389 As to rights of witnesses to legal representation
390 Disposal of shares of shareholder whose whereabouts unknown
391 Power to grant relief
392 Irregularities
393 Privileged communications
394 Production and inspection of books or papers where offence suspected
395 Form of registers, etc.
396 Inspection of registers, etc.
397 Translations of instruments, etc.
398 Certificate of incorporation conclusive evidence
399 Court may compel compliance
400 (Repealed)
401 False and misleading statement
402 False statements or reports
403 Dividends payable from profits only
404 Fraudulently inducing persons to invest money
405 Penalty for carrying on business without registering a corporation and for improper use of words "Limited" and "Berhad"
406 Frauds by officers
407 General penalty provisions
408 Default penalties
409 Proceedings how and when taken
409A Injunctions
409B (Repealed)
410 Rules
411 Regulations
FIRST SCHEDULE Repealed Written Laws
SECOND SCHEDULE Fees to be Paid to the Registrar
FOURTH SCHEDULE Table A Regulations for Management of A Company Limited by Shares
FIFTH SCHEDULE
SIXTH SCHEDULE Statement in Lieu of Prospectus
SEVENTH SCHEDULE Statement Required Pursuant to Division 6 of Part Iv
EIGHTH SCHEDULE Annual Return of A Company Having A Share Capital
NINTH SCHEDULE Accounts and Consolidated Accounts
TENTH SCHEDULE Take-over Offers
ELEVENTH SCHEDULE Powers of Judicial Manager