Companies Act - Singapore Statutes Online

General duty to make disclosure

165.—(1) Every director and chief executive officer 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 that are applicable in relation to him; [Act 36 of 2014 wef 03/01/2016]
(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; and [Act 36 of 2014 wef 03/01/2016]
(c)	of such events and matters affecting or relating to himself as are necessary for the purposes of compliance by the company with section 173A that are applicable in relation to him. [Act 36 of 2014 wef 03/01/2016]
(d)	[Deleted by Act 36 of 2014 wef 03/01/2016] [Act 36 of 2014 wef 03/01/2016]

(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 the chief executive officer became a chief executive officer, as the case may be; or [Act 36 of 2014 wef 03/01/2016]
(ii)	the date on which the director or chief executive officer, as the case may be, became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts, [Act 36 of 2014 wef 03/01/2016]

whichever last occurs; and

[Act 36 of 2014 wef 03/01/2016]

(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.

[Act 36 of 2014 wef 03/01/2016]

(c)

[Deleted by Act 36 of 2014 wef 03/01/2016]

(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 or chief executive officers of the company.

[49/73]

[Act 36 of 2014 wef 03/01/2016]

(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 134^* as in force immediately before 5th October 1973.

^*Section 134 of the Companies Act (1970 Ed. (Cap. 185)).

[49/73]

(9) Any director or chief executive officer 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]

[Act 36 of 2014 wef 03/01/2016]

(10) Subsection (1)(a) and (b) shall not apply to a person —

(a)	who is a director or chief executive officer of a listed company; and [Act 36 of 2014 wef 03/01/2016]
(b)	who is required to make disclosure of the matters referred to in subsection (1)(a) and (b) of this section under section 133 of the Securities and Futures Act (Cap. 289). [Act 36 of 2014 wef 03/01/2016]

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