PART I | 1. This Act may be cited as the Companies Act. |
2. This Act is divided into Parts, Divisions and Subdivisions as follows: | | Preliminary
sections 1-7A. |
| | | Administration of this Act
sections 8-16. |
| Part III
Constitution of Companies
sections 17-42A |
| | Division 1 — Incorporation
sections 17-22.
Division 2 — Powers
sections 23-42A. |
| Part IV
Shares,
Debentures and Charges
sections 43-141 |
| | | Division 1 — Prospectuses sections 43-56. |
| | | | Division 2 — Restrictions on allotment and commencement of business sections 57-62. |
| | | | Division 3 — Shares sections 62A-78. |
| | | | Division 3A — Reduction of Share Capital sections 78A-78K. |
| | | | Division 4 — Substantial shareholdings sections 79-92. |
| | | Division 5 — Debentures
sections 93-106. |
| | | Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements
sections 106A to 106L. |
| | | Division 6 — Interests other than shares, debentures, etc.
sections 107-120. |
| | | Division 7 — Title and transfers
sections 121-130. |
| | | Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities
sections 130A-130P. |
| | | Division 8 — Registration of charges
sections 131-141. |
| | | | Part V
Management and Administration
sections 142-198 |
| | Division 1 — Office and name
sections 142-144. |
| | | Division 2 — Directors and officers
sections 145-173. |
| | | Division 3 — Meetings and proceedings
sections 173A-189. |
| | | Division 4 — Register of members
sections 190-196. |
| | | Division 5 — Annual return
sections 197-198. |
| Part VI
Accounts and Audit |
| | Division 1 — Accounts
sections 199-204. |
| | | Division 2 — Audit
sections 205-209B. |
| Part VII
sections 210-216B |
| | Arrangements, Reconstructions and Amalgamations
sections 210-216B. |
| | | | | | | | | | | | | | | Investigations
sections 228-246. |
| | | | Part X
Winding Up
sections 247-354 |
| | | Division 1 — Preliminary sections 247-252. |
| | | Division 2 — Winding up by Court
sections 253-289. |
| | | Subdivision (1) General
sections 253-262. |
| | | Subdivision (2) Liquidators
sections 263-276. |
| | | Subdivision (3) Committees of inspection
sections 277-278. |
| | | Subdivision (4) General powers of Court
sections 279-289. |
| | | Division 3 — Voluntary winding up
sections 290-312. |
| | | Subdivision (1) Introductory
sections 290-293. |
| | | Subdivision (2) Provisions applicable only to members’ voluntary winding up
sections 294-295. |
| | | Subdivision (3) Provisions applicable only to creditors’ voluntary winding up
sections 296-299. |
| | | Subdivision (4) Provisions applicable to every voluntary winding up
sections 300-312. |
| | | Division 4 — Provisions applicable to every mode of winding up
sections 313-349. |
| | | | Subdivision (1) General sections 313-326. |
| | | Subdivision (2) Proof and ranking of claims
sections 327-328. |
| | | Subdivision (3) Effect on other transactions
sections 329-335. |
| | | | Subdivision (4) Offences sections 336-342. |
| | | Subdivision (5) Dissolution
sections 343-349. |
| | | Division 5 — Winding Up of Unregistered Companies
sections 350-354. |
| | | | Part XI
Various Types of Companies, etc.
sections 355-386 |
| | Division 1 — Investment Companies
sections 355-364. |
| | | Division 2 — Foreign Companies
sections 365-386. |
| Part XII
General
sections 387-411 |
| | Division 1 — Enforcement of this Act
sections 387-399. |
| | | Division 2 — Offences
sections 400-409A. |
| | | Division 3 — Miscellaneous
sections 410-411. |
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3.—(1) The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be repealed or amended are hereby repealed or amended accordingly.(2) Unless the contrary intention appears in this Act —| (a) | all persons, things and circumstances appointed or created under any of the repealed or amended written laws or existing or continuing under any of such written laws immediately before 29th December 1967 shall under and subject to this Act continue to have the same status, operation and effect as they respectively would have had if such written laws had not been so repealed or amended; and | | (b) | in particular and without affecting the generality of paragraph (a), such repeal shall not disturb the continuity of status, operation or effect of any Order in Council, order, rule, regulation, scale of fees, appointment, conveyance, mortgage, deed, agreement, resolution, direction, instrument, document, memorandum, articles, incorporation, nomination, affidavit, call, forfeiture, minute, assignment, register, registration, transfer, list, licence, certificate, security, notice, compromise, arrangement, right, priority, liability, duty, obligation, proceeding, matter or thing made, done, effected, given, issued, passed, taken, validated, entered into, executed, lodged, accrued, incurred, existing, pending or acquired under any of such written laws before that date. [S 258/67] |
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| (3) Nothing in this Act shall affect the Table in any repealed written law corresponding to Table A in the Fourth Schedule in force immediately before the date of commencement of section 181 of the Companies (Amendment) Act 2014 or any part thereof (either as originally enacted or as altered in pursuance of any statutory power) or the corresponding Table in any former written law relating to companies (either as originally enacted or as so altered) so far as the same applies to any company existing on 29th December 1967. [S 258/67] [Act 36 of 2014 wef 03/01/2016] |
| (4) The provisions of this Act with respect to winding up other than the provisions of Subdivision (5) of Division 4 of Part X shall not apply to any company or society of which the winding up has commenced before 29th December 1967, but every such company or society shall be wound up in the same manner and with the same incidents as if this Act had not been passed and for the purposes of the winding up the written laws under which the winding up commenced shall be deemed to remain in full force. [Aust., s. 4] |
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4.—(1) In this Act, unless the contrary intention appears —| “accounting corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act (Cap. 2); [Act 36 of 2014 wef 01/07/2015] |
| “accounting entity” means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership; [Act 36 of 2014 wef 01/07/2015] |
| “accounting firm” means a firm approved or deemed to be approved as an accounting firm under the Accountants Act; [Act 36 of 2014 wef 01/07/2015] |
| “accounting limited liability partnership” means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Act; [Act 36 of 2014 wef 01/07/2015] |
| “accounting records”, in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporation are made up; |
| “Accounting Standards” means the accounting standards made or formulated by the Accounting Standards Council under Part III of the Accounting Standards Act 2007 and applicable to companies and to foreign companies in respect of their operations in Singapore for the purposes of this Act; [39/2007 wef 01/11/2007] |
| “accounts” means profit and loss accounts and balance-sheets and includes notes (other than auditors’ reports or directors’ reports) attached or intended to be read with any of those profit and loss accounts or balance-sheets; |
| “Act” includes any regulations; |
“alternate address” means —| (a) | in the case of a company, the alternate address that is recorded in place of the residential address of a director, chief executive officer or secretary in a company’s register of directors, chief executive officers or secretaries, as the case may be, referred to in section 173; or | | (b) | in the case of a foreign company, an alternate address maintained with the Registrar under section 370A; [Act 36 of 2014 wef 03/01/2016] |
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| “annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175; |
| “annual return” means the return required to be lodged under section 197(1); [Act 36 of 2014 wef 03/01/2016] |
| “approved exchange in Singapore” means an approved exchange as defined in section 2(1) of the Securities and Futures Act (Cap. 289); [Act 4 of 2017 wef 08/10/2018] |
“approved liquidator” means —| (a) | a person who falls within a class of persons declared as approved liquidators under section 9(1); or | | (b) | a person who has been approved under section 9(2) as a liquidator and whose approval has not been revoked; |
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| [Deleted by Act 36 of 2014 wef 03/01/2016] |
| “audit requirements” means the requirements of sections 201(8) and (9) and 207; [Act 36 of 2014 wef 01/07/2015] |
| “Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act (Cap. 2A); |
| “Authority’s website” means the Authority’s Internet website; [Act 36 of 2014 wef 01/07/2015] |
| “banking corporation” means a licensed bank under any written law relating to banking; |
| “book-entry securities” has the same meaning as in section 81SF of the Securities and Futures Act (Cap. 289); [Act 36 of 2014 wef 03/01/2016] |
| “books” includes any account, deed, writing or document and any other record of information, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise; |
| “borrowing corporation” means a corporation that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures of the corporation; |
“branch register” means —| (a) | in relation to a company —| (i) | a branch register of members of the company kept in pursuance of section 196; or | | (ii) | a branch register of holders of debentures kept in pursuance of section 93, |
| as the case may require; and |
| | (b) | [Deleted by Act 15 of 2017 wef 31/03/2017] |
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| “business day” means any day other than a Saturday, Sunday or public holiday; |
| “certified”, in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document and, in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the English language; |
| “charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise; |
“chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who —| (a) | is in direct employment of, or acting for or by arrangement with, the company; and | | (b) | is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be; [Act 36 of 2014 wef 03/01/2016] |
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| “company” means a company incorporated pursuant to this Act or pursuant to any corresponding previous written law; |
| “company having a share capital” includes an unlimited company with a share capital; |
| “company limited by guarantee” means a company formed on the principle of having the liability of its members limited by the constitution to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up; [Act 36 of 2014 wef 03/01/2016] |
| “company limited by shares” means a company formed on the principle of having the liability of its members limited by the constitution to the amount, if any, unpaid on the shares respectively held by them; [Act 36 of 2014 wef 03/01/2016] |
“constitution”, in relation to a company, means —| (a) | the constitution of the company which is registered with the Registrar under section 19, as may be amended from time to time; and | | (b) | in the case of a company incorporated before the date of commencement of section 3 of the Companies (Amendment) Act 2014, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date; [Act 36 of 2014 wef 03/01/2016] |
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| “contributory”, in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up, and includes the holder of fully paid shares in the company and, prior to the final determination of the persons who are contributories, includes any person alleged to be a contributory; |
“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —| (a) | any body corporate that is incorporated in Singapore and is by notification of the Minister in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes; | | (b) | any corporation sole; | | (c) | any co-operative society; | | (d) | any registered trade union; or | | (e) | any limited liability partnership; |
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| “Court” means the High Court or a judge thereof; |
| “corresponding previous written law” means any written law relating to companies which has been at any time in force in Singapore and which corresponds with any provision in this Act; |
| “creditors’ voluntary winding up” means a winding up under Division 3 of Part X, other than a members’ voluntary winding up; |
“debenture” includes debenture stock, bonds, notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not, but does not include —| (a) | a cheque, letter of credit, order for the payment of money or bill of exchange; | | (b) | subject to the regulations, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months; | | (c) | for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be; |
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| “default penalty” means a default penalty within the meaning of section 408; |
| “Depository” has the same meaning as in section 81SF of the Securities and Futures Act; [Act 36 of 2014 wef 03/01/2016] |
| “director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director; [Act 36 of 2014 wef 01/07/2015] |
| “document” includes summons, order and other legal process, and notice and register; |
“electronic communication” means communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person) —| (a) | by means of a telecommunication system; or | | (b) | by other means but while in an electronic form, |
| such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form; |
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| “emoluments”, in relation to a director or auditor of a company, includes any fees, percentages and other payments made (including the money value of any allowances or perquisites) or consideration given, directly or indirectly, to the director or auditor by that company or by a holding company or a subsidiary of that company, whether made or given to him in his capacity as a director or auditor or otherwise in connection with the affairs of that company or of the holding company or the subsidiary; |
| [Deleted by Act 36 of 2014 wef 03/01/2016] |
“exempt private company” means —| (a) | a private company in the shares of which no beneficial interest is held directly or indirectly by any corporation and which has not more than 20 members; or | | (b) | any private company, being a private company that is wholly owned by the Government, which the Minister, in the national interest, declares by notification in the Gazette to be an exempt private company; |
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| “expert” includes engineer, valuer, accountant and any other person whose profession or reputation gives authority to a statement made by him; |
| “filed” means filed under this Act or any corresponding previous written law; |
“financial year” —| (a) | in relation to a corporation, means the period in respect of which the financial statements of the corporation is made up, whether that period is a year or not; and | | (b) | in relation to a company, is also to be determined in accordance with section 198; [Act 15 of 2017 wef 31/08/2018] |
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“foreign company” means —| (a) | a company, corporation, society, association or other body incorporated outside Singapore; or | | (b) | an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore; |
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| “guarantor corporation”, in relation to a borrowing corporation, means a corporation that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing corporation in response to an invitation to the public to subscribe for or purchase debentures of the borrowing corporation; |
“identification” means —| (a) | in the case of an individual issued with an identity card under the National Registration Act (Cap. 201), the number of the individual’s identity card; and | | (b) | in the case of an individual not issued with an identity card under that Act, particulars of the individual’s passport or such other similar evidence of identity as is acceptable to the Registrar; [Act 36 of 2014 wef 03/01/2016] |
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| “liquidator” includes the Official Receiver when acting as the liquidator of a corporation; |
| “limited company” means a company limited by shares or by guarantee or, prior to the expiry of the period of 2 years as specified in section 17(6), a company limited both by shares and guarantee; |
| “limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2005 (Act 5 of 2005); |
| [Deleted by Act 36 of 2014 wef 01/07/2015] |
| “listed”, in relation to a company or corporation, means a company or corporation that has been admitted to the official list of an approved exchange in Singapore and has not been removed from that official list; [Act 4 of 2017 wef 08/10/2018] [Act 36 of 2014 wef 01/07/2015] |
| “lodged” means lodged under this Act or any corresponding previous written law; |
| [Deleted by Act 36 of 2014 wef 03/01/2016] |
| “marketable securities” means debentures, funds, stocks, shares or bonds of any government or of any local authority or of any corporation or society and includes any right or option in respect of shares in any corporation and units in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act (Cap. 289); |
| “members’ voluntary winding up” means a winding up under Division 3 of Part X, where a declaration has been made and lodged in pursuance of section 293; |
| [Deleted by Act 36 of 2014 wef 03/01/2016] |
| “minimum subscription”, in relation to any shares offered to the public for subscription, means the amount stated in the prospectus relating to the offer as the minimum amount which in the opinion of the directors must be raised by the issue of the shares so offered; |
| “office copy”, in relation to any Court order or other Court document, means a copy authenticated under the hand or seal of the Registrar or other proper officer of the Court; |
“officer”, in relation to a corporation, includes —| (a) | any director or secretary of the corporation or a person employed in an executive capacity by the corporation; | | (b) | a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and | | (c) | any liquidator of a company appointed in a voluntary winding up, |
| (d) | any receiver who is not also a manager; | | (e) | any receiver and manager appointed by the Court; | | (f) | any liquidator appointed by the Court or by the creditors; or | | (g) | a judicial manager appointed by the Court under Part VIIIA; |
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| “Official Receiver” means the Official Assignee appointed under the Bankruptcy Act (Cap. 20) and includes the deputy of any such Official Assignee and any person appointed as Assistant Official Assignee; |
| [Deleted by Act 36 of 2014 wef 03/01/2016] |
| “prescribed” means prescribed under this Act or by the rules; |
| [Deleted by Act 36 of 2014 wef 03/01/2016] |
| “principal register”, in relation to a company, means the register of members of the company kept in pursuance of section 190; |
| “printed” includes typewritten or lithographed or reproduced by any mechanical means; |
“private company” means —| (a) | any company which immediately prior to 29th December 1967 was a private company under the provisions of the repealed written laws; | | (b) | any company incorporated as a private company by virtue of section 18; or | | (c) | any company converted into a private company pursuant to section 31(1), |
| being a company which has not ceased to be a private company under section 31 or 32; |
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| “profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period; |
“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —| (a) | inviting applications or offers from the public to subscribe for or purchase; or | | (b) | offering to the public for subscription or purchase, |
| any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 257 of the Securities and Futures Act (Cap. 289), but does not include — |
| (i) | a profile statement; or | | (ii) | any material, advertisement or publication which is authorised by section 251 (other than subsection (5)) of that Act; |
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| “public accountant” means a person who is registered or deemed to be registered under the Accountants Act (Cap. 2) as a public accountant; |
| “public company” means a company other than a private company; |
| “registered” means registered under this Act or any corresponding previous enactment; |
| “registered qualified individual” means a qualified individual registered under section 28G of the Accounting and Corporate Regulatory Authority Act (Cap. 2A); [Act 36 of 2014 wef 03/01/2016] |
| “Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies; |
| “regulations” means regulations made under this Act; |
| “related corporation”, in relation to a corporation, means a corporation that is deemed to be related to the first-mentioned corporation by virtue of section 6; |
| “repealed written laws” means the written laws repealed by this Act; |
“residential address” means —| (a) | in the case of a person registered under the National Registration Act, the place of residence of that person as registered under that Act; or | | (b) | in the case of a person not registered under the National Registration Act, the usual residential address of that person; [Act 36 of 2014 wef 03/01/2016] |
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| “resolution for voluntary winding up” means the resolution referred to in section 290; |
| “Rules” means Rules of Court; |
| [Deleted by Act 4 of 2017 wef 08/10/2018] |
| “share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied; |
| “solicitor” means an advocate and solicitor of the Supreme Court; |
| “statutory meeting” means the meeting referred to in section 174; |
| “statutory report” means the report referred to in section 174; |
| “summary financial statement” means a summary financial statement referred to in section 203A; [Act 36 of 2014 wef 01/07/2015] |
| [Deleted by Act 36 of 2014 wef 03/01/2016] |
| “telecommunication system” has the same meaning as in the Telecommunications Act (Cap. 323); |
“treasury share” means a share which —| (a) | was (or is treated as having been) purchased by a company in circumstances in which section 76H applies; and | | (b) | has been held by the company continuously since the treasury share was so purchased; |
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| “unit”, in relation to a share, debenture or other interest, means any right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever name called and includes any option to acquire any such right or interest in the share, debenture or other interest; |
| “unlimited company” means a company formed on the principle of having no limit placed on the liability of its members; |
| “VCC” means a VCC or variable capital company as defined in section 2(1) of the VCC Act; [Act 44 of 2018 wef 14/01/2020] |
| “VCC Act” means the Variable Capital Companies Act 2018; [Act 44 of 2018 wef 14/01/2020] |
“voting share”, in relation to a body corporate, means an issued share in the body corporate, not being —| (a) | a share to which, in no circumstances, is there attached a right to vote; or | | (b) | a share to which there is attached a right to vote only in one or more of the following circumstances:| (i) | during a period in which a dividend (or part of a dividend) in respect of the share is in arrear; | | (ii) | upon a proposal to reduce the share capital of the body corporate; | | (iii) | upon a proposal that affects rights attached to the share; | | (iv) | upon a proposal to wind up the body corporate; | | (v) | upon a proposal for the disposal of the whole of the property, business and undertakings of the body corporate; | | (vi) | during the winding up of the body corporate. [S 258/67; 62/70; 10/74; 15/84; 13/87; 22/93; 36/2000; 42/2001; 12/2002; 8/2003; 3/2004; 4/2004; 5/2004; 5/2005; 21/2005] |
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| (2) For the purposes of this Act, a person (A) shall not be regarded as a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act by reason only that the directors or the majority of the directors act on advice given by A in a professional capacity. [Act 36 of 2014 wef 01/07/2015] |
| (3) For the purposes of this Act, a statement included in a statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included. [42/2001] |
| When statement included in statement in lieu of prospectus |
| (4) For the purposes of this Act, a statement shall be deemed to be included in a statement in lieu of prospectus if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith. [42/2001] |
| Invitation to lend money deemed invitation to purchase debentures |
| (5) For the purposes of this Act, any invitation to the public to deposit money with or lend money to a corporation (other than a corporation that is a prescribed entity referred to in section 239(4) of the Securities and Futures Act (Cap. 289) shall be deemed to be an invitation to subscribe for or purchase debentures of the corporation. [42/2001] |
| (5A) For the purposes of this Act, any document that is issued or intended or required to be issued by a corporation acknowledging or evidencing or constituting an acknowledgment of the indebtedness of the corporation in respect of any money that is or may be deposited with or lent to the corporation in response to such an invitation shall be deemed to be a debenture. [42/2001] |
| (6) [Deleted by Act 42 of 2001] |
| (7) Unless the contrary intention appears, any reference in this Act to a person being or becoming bankrupt or to a person assigning his estate for the benefit of his creditors or making an arrangement with his creditors under any written law relating to bankruptcy or to a person being an undischarged bankrupt or to any status, condition, act, matter or thing under or in relation to the law of bankruptcy shall be construed as including a reference to a person being or becoming bankrupt or insolvent or to a person making any such assignment or arrangement or to a person being an undischarged bankrupt or insolvent or to the corresponding status, condition, act, matter or thing (as the case requires) under any written law relating to bankruptcy or insolvency. |
| As to what constitutes affairs of a corporation |
(8) A reference in section 8A, 8C, 8D, 216, Part IX, section 254(1)(f), 286, 287 or 402 to the affairs of a corporation shall, unless the contrary intention appears, be construed as including a reference to —| (a) | the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with another person or other persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with another person or other persons and including property held as agent, bailee or trustee), liabilities (including liabilities owed jointly with another person or other persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the corporation; | | (b) | in the case of a corporation (not being a trustee corporation) that is a trustee (but without limiting the generality of paragraph (a)), matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust; | | (c) | the internal management and proceeding of the corporation; | | (d) | any act or thing done (including any contract made and any transaction entered into) by or on behalf of the corporation, or to or in relation to the corporation or its business or property, at a time when —| (i) | a receiver, or a receiver and manager, is in possession of, or has control over, property of the corporation; | | (ii) | the corporation is under judicial management; | | (iii) | a compromise or an arrangement made between the corporation and another person or other persons is being administered; or | | (iv) | the corporation is being wound up, |
| and, without limiting the generality of the foregoing, any conduct of such a receiver or such a receiver and manager, or such a judicial manager, of any person administering such a compromise or arrangement or of any liquidator or provisional liquidator of the corporation; |
| | (e) | the ownership of shares in, debentures of, and interests issued by, the corporation; | | (f) | the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the corporation or to dispose of, or to exercise control over the disposal of, such shares; | | (g) | matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the corporation or are or have been able to control or materially to influence the policy of the corporation; | | (h) | the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, or interests issued by, the corporation; | | (i) | where the corporation has issued interests, any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the interests relate; and | | (j) | matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters referred to in any of the preceding paragraphs. [13/87] |
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| (9) For the purposes of this Act, wherever a reference to the affairs of a company or a foreign company appears it shall be construed as including a reference to the affairs of a corporation as defined in subsection (8). |
| (10) A reference in this Act to the directors of a company shall, in the case of a company which has only one director, be construed as a reference to that director. [5/2004] |
| (11) A reference in this Act to the doing of any act by 2 or more directors of a company shall, in the case of a company which has only one director, be construed as the doing of that act by that director. [5/2004] [UK, 1985, s. 162A; UK, Treasury Shares, reg. 3; Aust., 1961, s. 5] |
| (12) For the purposes of section 9(6), 20(3), 27(2), (5), (5AA), (5A) or (12C), 28(3), (3D), (3DA) or (3E), 29(8A), 155B(8), 359(9), 360(3), 369(2), 377(13) or 378(5), (9) or (16), any reference to the Minister includes a reference to such Minister of State for his Ministry who is authorised by the Minister for the purposes of hearing an appeal under that section. [Act 36 of 2014 wef 03/01/2016] [Act 15 of 2017 wef 11/10/2017] |
(13) With effect from the date of commencement of section 3 of the Companies (Amendment) Act 2014 —| (a) | the memorandum of association and the articles of association of a company that are in force for the company immediately before that date —| (i) | shall collectively be deemed to constitute, and shall have effect as, that company’s constitution; and | | (ii) | may be amended by the company from time to time in the same manner as the constitution of a company; and |
| | (b) | any reference in any written law and in any contract or other document having legal effect to the memorandum of association, or the articles of association, or both, of a company shall be deemed to refer to the company’s constitution. [Act 36 of 2014 wef 03/01/2016] |
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| Definition of subsidiary and holding company |
5.—(1) For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of another corporation, if —| (a) | that other corporation —| (i) | controls the composition of the board of directors of the first-mentioned corporation; or [Act 36 of 2014 wef 01/07/2015] | | (ii) | controls more than half of the voting power of the first-mentioned corporation; or | | (iii) | [Deleted by Act 36 of 2014 wef 01/07/2015] |
| | (b) | the first-mentioned corporation is a subsidiary of any corporation which is that other corporation’s subsidiary. [21/2005] |
(2) For the purposes of subsection (1), the composition of a corporation’s board of directors shall be deemed to be controlled by another corporation if that other corporation by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation shall be deemed to have power to make such an appointment if —| (a) | a person cannot be appointed as a director without the exercise in his favour by that other corporation of such a power; or | | (b) | a person’s appointment as a director follows necessarily from his being a director or other officer of that other corporation. |
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(3) In determining whether one corporation is a subsidiary of another corporation —| (a) | any shares held or power exercisable by that other corporation in a fiduciary capacity shall be treated as not held or exercisable by it; | | (b) | subject to paragraphs (c) and (d), any shares held or power exercisable —| (i) | by any person as a nominee for that other corporation (except where that other corporation is concerned only in a fiduciary capacity); or | | (ii) | by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary which is concerned only in a fiduciary capacity, |
| shall be treated as held or exercisable by that other corporation; |
| | (c) | any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first-mentioned corporation or of a trust deed for securing any issue of such debentures shall be disregarded; and | | (d) | any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as not held or exercisable by that other corporation if the ordinary business of that other corporation or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business. |
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| (4) A reference in this Act to the holding company of a company or other corporation shall be read as a reference to a corporation of which that last-mentioned company or corporation is a subsidiary. |
| (5) For the purposes of this Act, the Depository shall not be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee. [Act 36 of 2014 wef 03/01/2016] |
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| Definition of ultimate holding company |
5A. For the purposes of this Act, a corporation is the ultimate holding company of another corporation if —| (a) | the other corporation is a subsidiary of the first-mentioned corporation; and | | (b) | the first-mentioned corporation is not itself a subsidiary of any corporation. [13/87] |
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| Definition of wholly owned subsidiary |
5B. For the purposes of this Act, a corporation is a wholly owned subsidiary of another corporation if none of the members of the first-mentioned corporation is a person other than —| (a) | that other corporation; | | (b) | a nominee of that other corporation; | | (c) | a subsidiary of that other corporation being a subsidiary none of the members of which is a person other than that other corporation or a nominee of that other corporation; or | | (d) | a nominee of such subsidiary. [13/87] |
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| When corporations deemed to be related to each other |
6. Where a corporation —| (a) | is the holding company of another corporation; | | (b) | is a subsidiary of another corporation; or | | (c) | is a subsidiary of the holding company of another corporation, |
| that first-mentioned corporation and that other corporation shall for the purposes of this Act be deemed to be related to each other. |
[Aust., 1961, s. 6 (5)] |
| 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] |
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(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] |
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(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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| Solvency statement and offence for making false statement |
7A.—(1) In this Act, unless the context otherwise requires, “solvency statement”, in relation to a proposed redemption of preference shares by a company out of its capital under section 70, a proposed giving of financial assistance by a company under section 76(9A) or (9B) or a proposed reduction by a company of its share capital under section 78B or 78C, means a statement by the directors of the company that they have formed the opinion —| (a) | that, as regards the company’s situation at the date of the statement, there is no ground on which the company could then be found to be unable to pay its debts; [Act 36 of 2014 wef 01/07/2015] | | (b) | where —| (i) | it is intended to commence winding up of the company within the period of 12 months immediately after the date of the statement, that the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or | | (ii) | it is not intended so to commence winding up, that the company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of the statement; and [Act 36 of 2014 wef 01/07/2015] |
| | (c) | that the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed redemption, giving of financial assistance or reduction (as the case may be), become less than the value of its liabilities (including contingent liabilities), [Act 36 of 2014 wef 01/07/2015] |
| being a statement which complies with subsection (2). |
[21/2005] [Act 36 of 2014 wef 01/07/2015] (2) The solvency statement —| (a) | if the company is exempt from audit requirements under section 205B or 205C, shall be in the form of a declaration in writing signed by every director; or [Act 36 of 2014 wef 01/07/2015] | | (b) | if the company is not such a company, shall be in the form of a declaration in writing signed by every director or shall be accompanied by a report from its auditor that he has inquired into the affairs of the company and is of the opinion that the statement is not unreasonable given all the circumstances. [21/2005] [Act 36 of 2014 wef 01/07/2015] |
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| (3) In forming an opinion for the purposes of subsection (1)(a) and (b), the directors of the company must take into account all liabilities of the company (including contingent liabilities). [21/2005] |
(4) In determining, for the purposes of subsection (1)(c), whether the value of the company’s assets is or will become less than the value of its liabilities (including contingent liabilities) the directors of the company —| (a) | must have regard to —| (i) | the most recent financial statements of the company that comply with section 201(2) and (5), as the case may be; and [Act 36 of 2014 wef 01/07/2015] | | (ii) | all other circumstances that the directors know or ought to know affect, or may affect, the value of the company’s assets and the value of its liabilities (including contingent liabilities); and |
| | (b) | may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances. [21/2005] |
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(5) In determining, for the purposes of subsection (4), the value of a contingent liability, the directors of a company may take into account —| (a) | the likelihood of the contingency occurring; and | | (b) | any claim the company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability. [21/2005] |
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| (6) A director of a company who makes a solvency statement without having reasonable grounds for the opinions expressed in it shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both. [21/2005] [UK, Bill, 2002, Clause 63; Companies, s. 76F (4) to (6)] |
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