Companies Act - Singapore Statutes Online

Interests in shares

7.—(1) The following subsections have effect for the purposes of Division 4 of Part IV and sections 163, 164 and 165.

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

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

(3) A unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act (Cap. 289) —

(a)	that is issued or offered to the public for subscription or purchase, or for which the public is invited to subscribe for or purchase, and that has been so subscribed or purchased; or
(b)	that is issued for the purpose of an offer to the public by and is held by the manager concerned within the meaning of section 283 of that Act,

does not constitute an interest in a share.

[42/2001]

(4) Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share and —

(a)	the body corporate is, or its directors are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of a person; or
(b)	a person has a controlling interest in the body corporate,

that person shall be deemed to have an interest in that share.

[38/98]

(4A) Where a body corporate has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a share and —

(a)	a person is;
(b)	the associates of a person are; or
(c)	a person and his associates are,

entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the body corporate, that person shall be deemed to have an interest in that share.

[38/98]

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

(a)	a corporation that, by virtue of section 6, is deemed to be related to that other person;
(b)	a person in accordance with whose directions, instructions or wishes that other person is accustomed or is under an obligation whether formal or informal to act in relation to the share referred to in subsection (4);
(c)	a person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to that share;
(d)	a body corporate that is, or the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to that share; or
(e)	a body corporate in accordance with the directions, instructions or wishes of which, or of the directors of which, that other person is under an obligation whether formal or informal to act in relation to that share. [62/70; 38/98]

(6) Where a person —

(a)	has entered into a contract to purchase a share;
(b)	has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;
(c)	has the right to acquire a share, or an interest in a share, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or
(d)	is entitled (otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members) to exercise or control the exercise of a right attached to a share, not being a share of which he is the registered holder,

that person shall be deemed to have an interest in that share.

[62/70]

(7) A person shall not be deemed not to have an interest in a share by reason only that he has the interest in the share jointly with another person.

[62/70]

(8) It is immaterial, for the purposes of determining whether a person has an interest in a share, that the interest cannot be related to a particular share.

[62/70]

(9) There shall be disregarded —

(a)	an interest in a share if the interest is that of a person who holds the share as bare trustee;
(b)	an interest in a share of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;
(c)	an interest of a person in a share, being an interest held by him by reason of his holding a prescribed office;
(ca)	an interest of a company in its own shares being purchased or otherwise acquired in accordance with sections 76B to 76G (including treasury shares); and
(d)	a prescribed interest in a share, being an interest of such person, or of the persons included in such class of persons, as is prescribed. [62/70; 38/98; 21/2005]

(10) An interest in a share shall not be disregarded by reason only of —

(a)	its remoteness;
(b)	the manner in which it arose; or
(c)	the fact that the exercise of a right conferred by the interest is, or is capable of being made, subject to restraint or restriction. [62/70]

[UK, Treasury Shares, Sch., para. 17]

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