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 and subsection (6A) shall, in addition, also have effect for the purposes of section 244.

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

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

(1A) Subject to this section, a person has an interest in shares if he has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those shares.

[Act 36 of 2014 wef 01/07/2015]

(1B) For the purposes of subsection (1A), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular shares is, or is capable of being made, subject to restraint or restriction.

[Act 36 of 2014 wef 01/07/2015]

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

[Act 36 of 2014 wef 01/07/2015]

(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 voting power in the body corporate, that person shall be deemed to have an interest in that share.

[38/98]

[Act 36 of 2014 wef 01/07/2015]

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

(a)	a subsidiary of that other person;
(b)	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 the share referred to in subsection (4A); or
(c)	a body corporate that is, or a majority of 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 the share referred to in subsection (4A). [Act 36 of 2014 wef 01/07/2015]

(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]

(6A) For the purposes of Division 4 of Part IV and sections 163 to 165 and 244, a book-entry security shall be treated as if it were an interest in a share.

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

(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 if the interest is that 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; [Act 36 of 2014 wef 01/07/2015]
(c)	an interest of a person in a share, if that interest is an interest held by him by reason of his holding a prescribed office; [Act 36 of 2014 wef 01/07/2015]
(ca)	an interest of a company in its own shares if that interest is purchased or otherwise acquired in accordance with sections 76B to 76G (including treasury shares); and [Act 36 of 2014 wef 01/07/2015]
(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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