...Division 3A - Reduction of share capital...
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Liability of members on reduced shares
Where a company's share capital is reduced under any provision of this Division, a member of the company (past or present) is not liable in respect of the issue price of any share to any call or contribution greater in amount than the difference (if any) between —
the issue price of the share; and
the aggregate of the amount paid up on the share (if any) and the amount reduced on the share.
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No civil proceedings to be brought in respect of bearer shares or share warrants
Any allotment, issue, sale, transfer, assignment or other disposition in Singapore of any bearer share or share warrant by a foreign company registered under this Division is void.
15/2017
No civil proceedings may be brought or maintained in any court for or in respect of any bearer share or share warrant allotted, issued, sold, transferred, assigned or disposed by a foreign company registered under this Division.
15/2017
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Use of share capital to pay expenses incurred in issue of new shares
A company may use its share capital to pay any expenses (including brokerage or commission) incurred directly in the issue of new shares.
36/2014
A payment made under subsection (1) is not to be taken as reducing the amount of share capital of the company.
36/2014
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Issue of shares for no consideration
A company having a share capital may issue shares for which no consideration is payable to the issuing company.
36/2014
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...Power of company to alter its share capital Subject to subsections (1B) and (1C), a company, if so authorised by its constitution, may in general meeting alter its share capital in any one or more of the following ways: Deleted by Act 21 of 2005 consolidate and divide all or any of its share capital; convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares; subdivide its shares or any of them, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share is the same as it was in the case of the share from which the reduced share is derived; cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled. 36/2014 A public company which alters its share capital may lodge with the Registrar a notice of the alteration in the prescribed form. 36/2014 A private company may alter its share capital by lodging a notice of alteration in the prescribed form with the Registrar. 36/2014 An alteration of share capital of a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). 36/2014 Cancellations A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act. As to share capital of unlimited company on re-registration An unlimited company having a share capital may by any resolution passed for the purposes of section 30(1) — increase the amount of its share capital by increasing the issue price of each of its shares, but subject to the condition that no part of the increased capital is capable of being called up except in the event and for the purposes of the company being wound up; and in addition or alternatively, provide that a specified portion of its uncalled share capital is not capable of being called up except in the event and for the purposes of the company being wound up. ...
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Preliminary
A company may reduce its share capital under the provisions of this Division in any way and, in particular, do all or any of the following:
extinguish or reduce the liability on any of its shares in respect of share capital not paid up;
cancel any paid-up share capital which is lost or unrepresented by available assets;
return to shareholders any paid-up share capital which is more than it needs.
A company may not reduce its share capital in any way except by a procedure provided for it by the provisions of this Division.
A company's constitution may exclude or restrict any power to reduce share capital conferred on the company by this Division.
36/2014
In this Division —
reduction information , in relation to a proposed reduction of share capital by a special resolution of a company, means the following information:
the amount of the company's share capital that is thereby reduced;
the number of shares that are thereby cancelled;
resolution date , in relation to a resolution, means the date when the resolution is passed.
36/2014
This Division does not apply to an unlimited company, and does not preclude such a company from reducing in any way its share capital.
This Division does not apply to any redemption of preference shares issued by a company under section 70(1) which results in a reduction in the company's share capital.
36/2014
This Division does not apply to the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G.
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Limitation of liability of trustee, etc., registered as holder of shares
Any trustee, executor or administrator of the estate of any deceased person who was registered in a register as the holder of a share in any company may become registered as the holder of that share as trustee, executor or administrator of that estate and is in respect of that share subject to the same liabilities and no more as he or she would have been subject to if the share had remained registered in the name of the deceased person.
15/2017
Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any company being a share registered in a register may with the consent of the company and of the registered holder of that share become registered as the holder of the share as trustee, executor or administrator of that estate and is in respect of the share subject to the same liabilities and no more as he or she would have been subject to if the share had been registered in the name of the deceased person.
15/2017
Shares in a company registered in a register and held by a trustee in respect of a particular trust must at the request of the trustee be marked in the register in such a way as to identify them as being held in respect of the trust.
15/2017
Subject to this section, no notice of any trust expressed, implied or constructive may be entered in a register or be receivable by the Registrar and no liabilities are affected by anything done pursuant to subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section and the company concerned is not affected by notice of any trust by anything so done.
15/2017
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... section 283 of that Act and is held by the manager of the collective investment scheme concerned,
does not constitute an interest in a share.
Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share and —
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
a person has a controlling interest in the body corporate,
that person is deemed to have an interest in that share.
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 person is;
the associates of a person are; or
a person and the person's associates are,
entitled to exercise or control the exercise of not less than 20% of the voting power in the body corporate, that person is deemed to have an interest in that share.
36/2014
For the purposes of subsection (4A), a...
... directions, instructions or wishes of that other person in relation to the share mentioned in subsection (4A); or 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 mentioned in subsection (4A). 36/2014 Where a person — has entered into a contract to purchase a share; has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to the person or to the person's order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; 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 is entitled (otherwise than by reason of the person 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... |
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Transitional provisions for section 62A
For the purpose of the operation of this Act on or after in relation to a share issued before that date —
the amount paid on the share is the sum of all amounts paid to the company at any time for the share (but not including any premium); and
the amount unpaid on the share is the difference between the price of issue of the share (but not including any premium) and the amount paid on the share.
On , any amount standing to the credit of a company's share premium account and any amount standing to the credit of a company's capital redemption reserve becomes part of the company's share capital.
Despite subsection (2), a company may use the amount standing to the credit of its share premium account immediately before to —
provide for the premium payable on redemption of debentures or redeemable preference shares issued before that date...
... standing to the credit of its share premium account immediately before that date by appropriation or transfer to any fund established and maintained pursuant to the Insurance Act 1966. Despite subsection (1), the liability of a shareholder for calls... ... (including the constitution of the company) entered into before that date or a trust deed or other document executed before that date — a reference to the par or nominal value of a share is a reference to — if the share is issued before that date — the par or nominal value of the share immediately before that date; if the share is issued on or after that date but shares of the same class were on issue immediately before that date — the par or nominal value that the share would have had if it had been issued then; or if the share is issued on or after that date and shares of the same class were not on issue immediately before that date — the par or nominal value determined by the directors, and a reference to share premium is a reference to any residual share capital in relation to the share; a reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value equal to the amount paid in respect of the share's par or nominal value; and a reference to the aggregate par or nominal value of the company's issued share capital is a reference to that aggregate as it existed immediately before that date as — increased to... |
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Rights and powers attaching shares
Subject to subsections (2) and (3), sections 21 and 76J, and any written law to the contrary, a share in a company confers on the holder of the share the right to one vote on a poll at a meeting of the company on any resolution.
36/2014
A company's constitution may provide that a member is not entitled to vote unless all calls or other sums personally payable by the member in respect of shares in the company have been paid.
36/2014
Subject to subsection (4) and section 64A, a right specified in subsection (1) may be negated, altered, or added to by the constitution of the company.
36/2014
Despite subsection (3), the right of a holder of a specified share of a company to at least one vote on a poll at a meeting of the company on the following resolutions may not be negated or altered:
a resolution to wind up the company voluntarily under section 160 of the Insolvency, Restructuring and Dissolution Act 2018; or
a resolution to vary any right attached to a specified share and conferred on the holder.
36/2014; 40/2018
In subsection (4), specified share means a share in the company, by whatever name called which, but for that subsection, does not entitle the holder thereof to the right to vote at a general meeting of the company.
36/2014
This section does not operate so as to limit or derogate from the rights of any person under section 74.
36/2014
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Share warrants
A company must not issue any share warrant stating that the bearer of the warrant is entitled to the shares therein specified and which enables the shares to be transferred by delivery of the warrant.
The bearer of a share warrant issued before is, in the 2-year period after , entitled to surrender it for cancellation and to have the bearer's name entered in the register of members.
36/2014
The company is responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant issued before in respect of the shares therein specified without the warrant being surrendered and cancelled.
36/2014
A company must cancel any share warrant which is issued by a company before that is unaccounted for by the expiry of the 2-year period mentioned in subsection (2), and the company is not responsible for any loss incurred by any person by reason of such cancellation.
36/2014
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Notice of increase in total amount paid up on shares
Where a private company issues any partly paid or unpaid share of any class and the company subsequently receives all or any part of the unpaid amount with respect to the share, the company must lodge with the Registrar a notice in the prescribed form with respect to the total amount of such payments and the increase in the total amount paid up on the relevant class of shares within 14 days after the payment.
36/2014
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...Reduction by special resolution subject to Court approval A company limited by shares may, as an alternative to reducing its share capital under section 78B or 78C, reduce it in any way by a special resolution approved by an order of the Court under section 78I, but the resolution and the reduction of the share capital do not take effect until — that order has been made; the company has complied with section 78I(3) (lodgment of information with Registrar); and the Registrar has recorded the information lodged with him or her under section 78I(3) in the appropriate register. Deleted by Act 36 of 2014 ...
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Conversion of shares
Subject to this section and sections 64A and 75, a company the share capital of which is divided into different classes of shares may make provision in its constitution to authorise the conversion of one class of shares into another class of shares.
36/2014
A public company may convert one class of shares ( A ) into another class of shares ( B ) by special resolution only if the constitution of the public company —
permits B to be issued; and
sets out the rights attached to B .
36/2014
A private company may convert shares from one class to another by lodging a notice of conversion in the prescribed form with the Registrar.
36/2014
A conversion of shares by a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
Section 74 applies where a conversion of shares undertaken by a company involves a variation or an abrogation of the rights attached to any class of shares in the company.
36/2014
Despite anything in this section, a share that is not a redeemable preference share when issued cannot afterwards be converted into a redeemable preference share.
36/2014
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Redenomination of shares
A company having a share capital may by ordinary resolution convert its share capital or any class of shares from one currency to another currency.
36/2014
A resolution under this section may authorise a company having a share capital to redenominate its share capital —
on more than one occasion; and
at a specified time or under specified circumstances.
36/2014
The redenomination must be made at a spot rate of exchange specified in the resolution.
36/2014
The rate mentioned in subsection (3) must be either —
a rate prevailing on a day specified in the resolution; or
a rate determined by taking the average of rates prevailing on each consecutive day of a period specified in the resolution.
36/2014
The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed.
36/2014
A resolution under this section may specify conditions which must be met before the redenomination takes effect.
36/2014
Redenomination in accordance with a resolution under this section takes effect —
on the day on which the resolution is passed; or
on such later day as may be determined in accordance with the resolution.
36/2014
A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed.
36/2014
A company's constitution may exclude or restrict the exercise of a power conferred by this section.
36/2014
In this section and sections 73A and 73B, redenomination means the conversion of share capital or any class of shares from one currency to another.
36/2014
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...Reduction of share capital by public company A public company may reduce its share capital in any way by a special resolution if the company — Deleted by Act 36 of 2014 meets the solvency requirements; and meets such publicity requirements as may be prescribed by the Minister, but the resolution and the reduction of the share capital take effect only as provided by section 78E. Despite subsection (1), the company need not meet the solvency requirements if the reduction of share capital does not involve any of the following: a reduction or distribution of cash or other assets by the company; a release of any liability owed to the company. 36/2014 The company meets the solvency requirements if — all the directors of the company make a solvency statement in relation to the reduction of share capital; the statement is made — in time for subsection (4)( a ) to be complied with; but not before the beginning of the period of 30 days ending with the resolution date; and a copy of the solvency statement is lodged with the Registrar, together with the copy of the resolution required to be lodged with the Registrar under section 186, within 15 days beginning with the resolution date. 36/2014 Unless subsection (2) applies, the company must — throughout the meeting at which the resolution is to be passed — make the solvency statement or a copy of it available for inspection by the members at the meeting; and throughout the 6 weeks beginning with the resolution date — make the solvency statement or a copy of it available at the company's registered office for inspection free of charge by any creditor of the company. The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence. Any requirement under subsection (3)( c ) or (4)( b ) ceases if the resolution is revoked. ...
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Creditor protection
This section applies if a company makes an application under section 78G(1) and the proposed reduction of share capital involves either —
a reduction of liability in respect of unpaid share capital; or
the payment to a shareholder of any paid-up share capital,
and also applies if the Court so directs in any other case where a company makes an application under that section.
Upon the application to the Court, the Court is to settle a list of qualifying creditors.
If the proposed reduction of share capital involves either —
a reduction of liability in respect of unpaid share capital; or
the payment to a shareholder of any paid-up share capital,
the Court may, if having regard to any special circumstances of the case it thinks it appropriate to do so, direct that any class or classes of creditors are not qualifying creditors.
For the purpose of settling the list of qualifying creditors, the Court —
must ascertain, as far as possible without requiring an application from any creditor, the names of qualifying creditors and the nature and amount of their debts or claims; and
may publish notices fixing a day or days within which creditors not included in the list are to claim to be so included or are to be excluded from the list.
Any officer of the company who —
intentionally conceals the name of a qualifying creditor;
intentionally misrepresents the nature or amount of the debt or claim of any creditor; or
aids, abets or is privy to any such concealment or misrepresentation,
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.
In this section and section 78I but subject to subsection (3), qualifying creditor means a creditor of the company who, at a date fixed by the Court, is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company.
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Registration of transfer at request of transferor by private companies
Subject to section 129, on the request in writing of the transferor of —
any share in a private company — the company must lodge with the Registrar a notice of transfer of shares in the prescribed form; or
any debenture or other interest in a private company — the company must enter in such register as the company considers appropriate, the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.
36/2014
The transfer of any share in a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
On the request in writing of the transferor of a share or debenture, the private company must by written notice require the person having the possession, custody or control of the share certificate or debenture and the instrument of transfer thereof or either of them to deliver or produce it or them to the office of the company within a stated period, being not less than 7 and not more than 28 days after the date of the notice, to have the share certificate or debenture cancelled or rectified, and the transfer registered (in the case of a transfer of debenture) or otherwise dealt with.
36/2014
If any person refuses or neglects to comply with a notice given under subsection (3), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents mentioned in the notice should not be delivered or produced as required by the notice.
36/2014
Upon appearance of a person so summoned the Court may examine the person upon oath and receive other evidence, or if the person does not appear after being duly served with such summons, the Court may receive evidence in the person's absence and in either case the Court may order the person to deliver such documents to the company upon such terms or conditions as to the Court seem fit, and the costs of the summons and proceedings thereon are in the discretion of the Court.
36/2014
Lists of share certificates or debentures called in under this section and not delivered or produced must be exhibited in the office of the company and must be advertised in...
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As to member's rights at meetings
A member has, despite any provision in the constitution of the company, a right to attend any general meeting of the company and to speak on any resolution before the meeting.
36/2014
In the case of a company limited by shares, the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of section 64, the share confers on the holder a right to vote on that resolution.
36/2014
In the case of a company other than a company limited by shares, a member may vote on a resolution before a general meeting of the company if the right to vote on that resolution is conferred on the member under the constitution of the company.
36/2014
Despite subsection (2), a preference share issued after but before carries, in addition to any other right conferred by this Act, the right in a poll at any general meeting to at least one vote in respect of each such share held during such period as the preferential dividend or any part thereof remains in arrears and unpaid, such period starting from a date not more than 12 months, or such lesser period as the constitution may provide, after the due date of the dividend.
36/2014
For the purposes of subsection (4) —
preference share means a share, by whatever name called, which does not entitle the holder thereof —
to the right to vote at a general meeting (except in the circumstances specified in subsection (4)); or
to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise; and
a dividend is deemed to be due on the date appointed in the constitution for the payment of the dividend for any year or other period or, if no such date is appointed, upon the day immediately following the expiration of the year or other period and whether or not such dividend has been earned or declared.
36/2014
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Transfer by personal representative
A transfer of the share, debenture or other interest of a deceased person made by the deceased person's personal representative is, although the personal representative is not himself or herself a member of the company, as valid as if he or she had been such a member at the time of the execution of the instrument of transfer.
36/2014
The production to a company of any document which is by law sufficient evidence of probate of the will, or letters of administration of the estate, of a deceased person having been granted to some person must be accepted by the company, despite anything in its constitution, as sufficient evidence of the grant.
36/2014
In this section, instrument of transfer includes a written application for transmission of a share, debenture or other interest to a personal representative.
36/2014
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Company may have duplicate common seal
A company may, if authorised by its constitution, have a duplicate common seal which must be a facsimile of the common seal of the company with the addition on its face of the words Share Seal and a certificate under such duplicate seal is deemed to be sealed with the common seal of the company for the purposes of this Act.
36/2014
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Return as to allotments by private companies
A private company may allot new shares, other than a deemed allotment, by lodging with the Registrar a return of the allotment in the prescribed form, which must include the following particulars:
the number of the shares comprised in the allotment;
the amount (if any) paid or deemed to be paid on the allotment of each share;
the amount (if any) unpaid on each share referred to in paragraph ( b );
where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and
the full name, identification, nationality (if such identification or nationality, as the case may be, is required by the Registrar) and address of, and the number and class of shares held by each of its members.
36/2014
An allotment of shares, other than a deemed allotment, by a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
In this section and section 63A, deemed allotment means an issue of shares without formal allotment to subscribers to the constitution.
36/2014
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Return as to allotments by public companies
Where a public company makes any allotment of its shares, other than a deemed allotment, the company must within 14 days thereafter lodge with the Registrar a return of the allotments stating —
the number of the shares comprised in the allotment;
the amount (if any) paid or deemed to be paid on the allotment of each share;
the amount (if any) unpaid on each share referred to in paragraph ( b );
where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and
the full name, identification, nationality (if such identification or nationality, as the case may be, is required by the Registrar) and address of, and the number and class of shares held by each of the 50 members who, following the allotment, hold the most number of shares in the company (excluding treasury shares).
36/2014
A return of allotment mentioned in subsection (1) by a public company, the shares of which are listed on an approved exchange in Singapore or any securities exchange outside Singapore, need not state the particulars specified in subsection (1)( e ).
36/2014; 4/2017
If default is made in complying with this section, every officer of the public company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.
36/2014
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Differences in calls and payments, etc.
A company if so authorised by its constitution may —
make arrangements on the issue of shares for varying the amounts and times of payment of calls as between shareholders;
accept from any member the whole or a part of the amount remaining unpaid on any shares although no part of that amount has been called up; and
pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.
36/2014
Reserve liability
A limited company may by special resolution determine that any portion of its share capital which has not been already called up is not capable of being called up except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital is not capable of being called up except in the event and for the purposes of the company being wound up, but no such resolution affects the rights of any person acquired before the passing of the resolution.
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...Application and interpretation of Division This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act. A reference to a company is a reference — Deleted by Act 2 of 2009 to a body corporate, being a body incorporated in Singapore, that is for the time being declared by the Minister, by notification in the Gazette , to be a company for the purposes of this Division; or to a body, not being a body corporate formed in Singapore, that is for the time being declared by the Minister, by notification in the Gazette , to be a company for the purposes of this Division. 2/2009 In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock is deemed to be an interest in an issued share in the company having attached to it the same rights as are attached to that stock. A reference in the definition of voting share in section 4(1) to a body corporate includes a reference to a body referred to in subsection (2)( c ). ...
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Substantial shareholdings and substantial shareholders
For the purposes of this Division, a person has a substantial shareholding in a company if —
the person has an interest or interests in one or more voting shares in the company; and
the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares in the company.
For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into 2 or more classes of shares, if —
the person has an interest or interests in one or more voting shares included in one of those classes; and
the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares included in that class.
For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company.
In this section and section 83, voting shares exclude treasury shares.
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...Reduction of share capital by private company A private company limited by shares may reduce its share capital in any way by a special resolution if the company — Deleted by Act 36 of 2014 meets the solvency requirements; and meets such publicity requirements as may be prescribed by the Minister, but the resolution and the reduction of the share capital take effect only as provided by section 78E. 36/2014 Despite subsection (1), the company need not meet the solvency requirements if the reduction of share capital does not involve any of the following: a reduction or distribution of cash or other assets by the company; a release of any liability owed to the company. 36/2014 For the purposes of subsection (1), the company meets the solvency requirements if — all the directors of the company make a solvency statement in relation to the reduction of capital; and the statement is made — in time for subsection (4)( a ) to be complied with; but not before the beginning of the period of 20 days ending with the resolution date. 21/2005; 36/2014 Unless subsection (2) applies, the company — must — if the resolution for reducing share capital is a special resolution to be passed by written means under section 184A — ensure that every copy of the resolution served under section 183(3A) or 184C(1) (as the case may be) is accompanied by a copy of the solvency statement; or if the resolution is a special resolution to be passed in a general meeting — throughout that meeting make the solvency statement or a copy of it available for inspection by the members at that meeting; and must, throughout the 6 weeks beginning with the resolution date, make the solvency statement or a copy of it available at the company's registered office for inspection free of charge by any creditor of the company. The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence. Any requirement under subsection (4)( b ) ceases if the resolution is revoked. ...
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Registration of transfer at request of transferor by public companies
On the request in writing of the transferor of any share, debenture or other interest in a public company the company must enter in the appropriate register the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.
36/2014
On the request in writing of the transferor of a share or debenture the public company must by written notice require the person having the possession, custody or control of the share certificate or debenture and the instrument of transfer thereof or either of them to deliver or produce it or them to the office of the company within a stated period, being not less than 7 and not more than 28 days after the date of the notice, to have the share certificate or debenture cancelled or rectified and the transfer registered or otherwise dealt with.
36/2014
If any person refuses or neglects to comply with a notice given under subsection (2), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents mentioned in the notice should not be delivered or produced as required by the notice.
36/2014
Upon appearance of a person so summoned the Court may examine the person upon oath and receive other evidence, or if the person does not appear after being duly served with such summons, the Court may receive evidence in the person's absence and in either case the Court may order the person to deliver such documents to the company upon such terms or conditions as to the Court seem fit, and the costs of the summons and proceedings thereon are in the discretion of the Court.
36/2014
Lists of share certificates or debentures called in under this section and not brought in must be exhibited in the office of the company and must be advertised in such newspapers and at such times as the company thinks fit.
36/2014
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Sections 8(7) and 386AB
Meanings of significant control and significant interest
Definition of significant control
For the purposes of Part 11A, an individual or a legal entity has significant control over a company or foreign company if the individual or legal entity —
holds the right, directly or indirectly, to appoint or remove the directors or equivalent persons of the company or foreign company who hold a majority of the voting rights at meetings of the directors or equivalent persons on all or substantially all matters;
holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the members or equivalent persons of the company or foreign company; or
has the right to exercise, or actually exercises, significant influence or control over the company or foreign company.
Definition of significant interest
For the purposes of Part 11A, an individual or a legal entity has a significant interest in a company or foreign company having a share capital —
if the individual or legal entity (as the case may be) has an interest in more than 25% of the shares in the company or foreign company; or
if —
the individual or legal entity (as the case may be) has an interest in one or more voting shares in the company or foreign company; and
the total votes attached to that share, or those shares, is more than 25% of the total voting power in the company or foreign company.
In sub-paragraph (1)( b ), voting share does not include any treasury share or any share mentioned in section 21(4B) or (6C).
For the purposes of Part 11A, an individual or a legal entity has a significant interest in a company or foreign company that does not have a share capital if the individual or legal entity holds, whether directly or indirectly, a right to share in more than 25% of the capital, or more than 25% of the profits, of the company or foreign company.
Supplementary provisions
Subject to sub-paragraphs (2), (3) and (5), subsections (1A) to (6A), (8), (9) and (10) of section 7 apply in determining whether a person has an interest in a share.
If 2 or more persons jointly have an interest in a share, or jointly hold a right, each of the persons is considered for the purposes of this Schedule as having an interest in that share, or as holding that right, as the case may be.
If shares in respect of which a person has an...
... and the rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined rights of both of them. A share or right held by a person as nominee for another is to be considered for... |
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Notice of redenomination
Within 14 days after passing a resolution under section 73, a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination.
36/2014
The notice must include the following information with respect to the company's share capital as redenominated by the resolution:
the total number of issued shares in the company;
the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the company;
the total amount of the company's issued share capital; and
for each class of shares —
the particulars specified in subsection (3);
the total number of issued shares in the class;
the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the class; and
the total amount of issued share capital of the class.
36/2014
The particulars referred to in subsection (2)( d )(i) are —
particulars of any voting rights attached to shares in the class, including rights that arise only in certain circumstances;
particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution;
particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution (including on a winding up of the company); and
whether or not shares in the class are redeemable shares.
36/2014
If default is made in complying with this section, every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.
36/2014
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... date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E unless —
the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or
the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company.
36/2014
Where a company has reduced its share...
..., unless — the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company. 36/2014 Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has... .... Preference shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are deemed to be cancelled immediately on purchase or acquisition. On the cancellation of a share under subsection (5) or (5A), the rights and privileges attached to that share expire. A private company may purchase or acquire any of its shares under section 76C, 76D, 76DA or 76E by lodging the following with the Registrar: a copy of a... ... share capital before the purchase or acquisition; the company's issued share capital after the purchase or acquisition; the amount of consideration paid by the company for the purchase or acquisition of... ... shares cancelled; the number of shares held as treasury shares; the company's issued share capital before the purchase or acquisition; the company's issued share capital after the purchase or acquisition; the amount of consideration paid by the company for the purchase or acquisition of the shares; whether the shares were purchased or acquired out of the... |
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Reduction of capital or profits or both on cancellation of repurchased shares
Where under section 76C, 76D, 76DA or 76E, shares of a company are purchased or acquired, and cancelled under section 76B(5), the company must —
reduce the amount of its share capital where the shares were purchased or acquired out of the capital of the company;
reduce the amount of its profits where the shares were purchased or acquired out of the profits of the company; or
reduce the amount of its share capital and profits proportionately where the shares were purchased or acquired out of both the capital and the profits of the company,
by the total amount of the purchase price paid by the company for the shares cancelled.
36/2014
For the purpose of subsection (1), the total amount of the purchase price referred to in that subsection includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition of the shares of a company which is paid out of the company's capital or profits under section 76F(1).
36/2014
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Position at end of period for creditor objections
Where —
a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)( c ) and the solvency requirements under section 78B(3) (if applicable); and
no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date,
for the reduction of share capital to take effect, the company must lodge with the Registrar —
a copy of the resolution in accordance with section 186; and
the following documents after the end of 6 weeks, and before the end of 8 weeks, beginning with the resolution date:
a copy of the solvency statement under section 78B(3) (if applicable);
a statement made by the directors confirming that the requirements under section 78B(1)( c...
... Where — a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)( c ) and the solvency requirements (if applicable) under section 78C(3); and no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date, for the reduction of share capital to take... ... Where — a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)( c ) and the solvency requirements under section 78B(3) (if applicable); but during the 6 weeks beginning with the resolution date, one or more applications for cancellation of the resolution are made under section 78D(2), for the reduction of share capital to take effect, the... ... Where — a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)( c ) and the solvency requirements under section... ... The resolution in a case referred to in subsection (1), (2), (3) or (4), and the reduction of the share capital, take effect when the Registrar has recorded the information lodged with him or her in the... |
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Court order approving reduction
On an application by a company under section 78G(1), the Court may, subject to subsection (2), make an order approving the reduction in share capital unconditionally or on such terms and conditions as it thinks fit.
If, at the time the Court considers the application, there is a qualifying creditor within the meaning of section 78H —
who is included in the Court's list of qualifying creditors under that section; and
whose claim has not been terminated or whose debt has not been discharged,
the Court must not make an order approving the reduction unless satisfied, as respects each qualifying creditor, that —
the qualifying creditor has consented to the reduction;
the qualifying creditor's debt or claim has been secured or the qualifying creditor has other adequate safeguards for it; or
security or other safeguards are unnecessary in view of the assets the company would have after the reduction.
Where an order is made under this section approving a company's reduction in share capital, the company must (for the reduction to take effect) lodge with the Registrar —
a copy of the order; and
a notice containing the reduction information,
within 90 days beginning with the date the order is made, or within such longer period as the Registrar may, on the application of the company and on receiving the prescribed fee, allow.
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Certificate to be evidence of title
A certificate under the common or official seal of a company specifying any shares held by any member of the company is prima facie evidence of the title of the member to the shares.
Every share certificate must be under the common seal of the company or, in the case of a share certificate relating to shares on a branch register, the official seal of the company and must state as at the date of the issue of the certificate —
the name of the company and the authority under which the company is constituted;
the address of the registered office of the company in Singapore, or, where the certificate is issued by a branch office, the address of that branch office; and
the class of the shares, whether the shares are fully or partly paid up and the amount (if any) unpaid on the shares.
36/2014
Failure to comply with this section does not affect the rights of any holder of shares.
If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence.
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Notice of refusal to register transfer by private companies
If a private company refuses to lodge a notice of transfer of any share in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and the transferee notice of the refusal.
36/2014
If a private company refuses to register a transfer of any debenture or other interest in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and to the transferee notice of the refusal.
36/2014
Where an application is made to a private company to lodge with the Registrar a notice of transfer in the prescribed form in respect of any share which have been transferred or transmitted to a person by act of parties or operation of law, the company must not refuse to do so by virtue of any discretion in that behalf conferred by the constitution unless it has served on the applicant, within 30 days beginning with the day on which the application was made, a written notice stating the facts which are considered to justify refusal in the exercise of that discretion.
36/2014
If default is made in complying with this section, the private company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
36/2014
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Investigation of affairs of company by inspectors at direction of Minister
The Minister may appoint one or more inspectors to investigate the affairs of a company or such aspects of the affairs of a company as are specified in the instrument of appointment and to report thereon in such manner as the Minister directs —
in the case of a company having a share capital, on the application of —
not less than 200 members (excluding the company itself if it is registered as a member) or of members holding not less than 10% of the shares issued (excluding treasury shares); or
holders of debentures holding not less than 20% in nominal value of debentures issued;
in the case of a company not having a share capital, on the application of not less than 20% in number of the persons on the company's register of members; or
in any case on the application of a company pursuant to a special resolution.
An application under this section must be supported by such evidence as the Minister requires as to the reasons for the application and the motives of the applicants in requiring the investigation, and the Minister may before appointing an inspector require the applicants to give security for such amount as the Minister thinks fit for payment of the cost of the investigation.
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Requirements as to constitution
The constitution of every company must comply with such requirements as may be prescribed, must be dated and must state, in addition to other requirements —
the name of the company;
if the company is a company limited by shares — that the liability of the members is limited;
if the company is a company limited by guarantee — that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the company contracted before he or she ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount;
if the company is an unlimited company — that the liability of the members is unlimited;
if the company is an unlimited company or a company limited by guarantee — the number of members with which the company is applying to be registered;
the full names, addresses and occupations of the subscribers to the constitution of the company; and
that such subscribers are desirous of being formed into a company in pursuance of the constitution and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names.
36/2014
Where a company to which subsection (1)( e ) applies changes the number of its members with which it is registered, the company must, within 14 days after the occurrence of such change, lodge with the Registrar a notice of the change in the prescribed form.
36/2014
If default is made by a company in complying with subsection (1AA), the company and every officer of the company who is...
... — the amount of share capital with which the company proposes to be or is registered; or the division of the share capital of the company into shares of a fixed amount, is, insofar as it relates to the matters referred to in either or both of paragraphs ( a ) and ( b ), deemed to be deleted. 36/2014 Each subscriber to the constitution must, if the company is to have a share capital, make a declaration to the Registrar, either personally or through a registered qualified individual authorised by the subscriber, as to the number of shares (not... ... respectively held by them. 36/2014 A copy of the constitution, duly signed by the subscribers and stating, if the company is to have a share capital, the number of shares that each subscriber has agreed to take, must be kept at the registered office of the company... |
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Amalgamation proposal
An amalgamation proposal must contain the terms of an amalgamation under section 215A and, in particular —
the name of the amalgamated company;
the registered office of the amalgamated company;
the full name of every director of the amalgamated company;
the residential address or alternate address (as the case may be) of every director of the amalgamated company which is entered in the register of directors kept by the Registrar under section 173(1)( a ) in respect of the company;
the share structure of the amalgamated company, specifying —
the number of shares of the amalgamated company;
the rights, privileges, limitations and conditions attached to each share of the amalgamated company; and
whether the shares are transferable or non-transferable and, if transferable, whether their transfer is subject to any condition or limitation;
a copy of the constitution of the amalgamated company;
the manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company;
if shares of an amalgamating company are not to be converted into shares of the amalgamated company, the consideration that the holders of those shares are to receive instead of shares of the amalgamated company;
any payment to be made to any member or director of an amalgamating company, other than a payment of the kind described in paragraph ( g ); and
details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company.
36/2014
An amalgamation proposal may specify the date on which the amalgamation is intended to become effective.
If shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal...
.... A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act. For the purposes of subsection (1)( a ), the name of the amalgamated... |
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As to constitution of companies limited by guarantee
In the case of a company limited by guarantee, every provision in the constitution or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company, otherwise than as a member, is void.
36/2014
For the purposes of the provisions of this Act relating to the constitution of a company limited by guarantee and of this section, every provision in the constitution or in any resolution of a company limited by guarantee purporting to divide the undertaking of the company into shares or interests is to be treated as a provision for a share capital even though the number of the shares or interests is not specified thereby.
36/2014
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Treasury shares: disposal and cancellation
Subject to subsection (1A), where shares are held by a private company as treasury shares, the company may at any time —
sell the shares (or any of them) for cash;
transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for employees, directors or other persons;
transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person;
cancel the shares (or any of them); or
sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.
36/2014
A private company may cancel or dispose of treasury shares pursuant to subsection (1) by lodging a prescribed notice of the cancellation or disposal of treasury shares with the Registrar together with the prescribed fee.
36/2014
A cancellation or disposal of treasury shares by a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
Where shares are held by a public company as treasury shares, the company may at any time —
sell the shares (or any of them) for cash;
transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for its employees, directors or other persons;
transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person;
cancel the shares (or any of them); or
sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.
36/2014
Where a public company cancels or disposes treasury shares in...
... of share capital by private company), 78C (Reduction of share capital by public company) or 78I (Court order approving reduction). 36/2014 ... |
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Creditor's right to object to company's reduction
This section applies where a company has passed a special resolution for reducing share capital under section 78B or 78C.
Any creditor of the company to which this subsection applies may, at any time during the 6 weeks beginning with the resolution date, apply to the Court for the resolution to be cancelled.
Subsection (2) applies to a creditor of the company who, at the date of the creditor's application to the Court, is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company.
When an application is made under subsection (2) —
the creditor must as soon as possible serve the application on the company; and
the company must as soon as possible give to the Registrar notice of the application.
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Numbering of shares
Each share in a company must be distinguished by an appropriate number.
Despite subsection (1) —
if at any time all the issued shares in a company or all the issued shares therein of a particular class are fully paid up and rank equally for all purposes, none of those shares need thereafter have a distinguishing number so long as each of those shares remains fully paid up and ranks equally for all purposes with all shares of the same class for the time being issued and fully paid up; or
if all the issued shares in a company are evidenced by certificates in accordance with section 123 and each certificate is distinguished by an appropriate number and that number is recorded in the register of members, none of those shares need have a distinguishing number.
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Transfer of shares in private companies
Despite anything in its constitution, a private company must not lodge a transfer of shares unless a proper instrument of transfer has been delivered to the company, but this section does not affect any power to lodge a notice of transfer of shares in respect of any person to whom the right to any shares of the company has been transmitted by operation of law.
36/2014
Where there has been a transfer of shares, a private company must lodge with the Registrar notice of that transfer of shares in the prescribed form.
36/2014
A transfer of any share in a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
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Register and index of members of public companies
Every public company must keep a register of its members and enter therein —
the names and addresses of the members, and in the case of a public company having a share capital a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member's holding and of the amount paid or agreed to be considered as paid on the shares of each member;
the date at which the name of each person was entered in the register as a member;
the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and
in the case of a public company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment.
36/2014
Despite anything in subsection (1), where the public company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company must alter the register to show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (1)( a ).
36/2014
Where a public company purchases one or more of its own shares or stocks in circumstances in which section 76H applies —
the requirements of subsections (1)( a ), ( b ) and ( c ) and (2) must be complied with unless the public company cancels all of the shares or stocks immediately after the purchase in accordance with section 76K(1); but
any share or stock which is so cancelled is to be disregarded for the purposes of subsections (1)( a ) and (2).
36/2014
Despite anything in subsection (1), a public company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former members need not be supplied to any person who applies for a copy of the register unless the person specifically requests the names and particulars of former members.
36/2014
The register of members is prima facie evidence of any matters inserted therein as required or authorised by this Act...
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Treasury shares: voting and other rights
This section applies to shares which are held by a company as treasury shares.
The company must not exercise any right in respect of the treasury shares and any purported exercise of such a right is void.
The rights to which subsection (2) applies include any right to attend or vote at meetings (including meetings under section 210) and for the purposes of this Act, the company is to be treated as having no right to vote and the treasury shares are to be treated as having no voting rights.
No dividend may be paid, and no other distribution (whether in cash or otherwise) of the company's assets (including any distribution of assets to members on a winding up) may be made, to the company in respect of the treasury shares.
Nothing in this section is to be taken as preventing —
an allotment of shares as fully paid bonus shares in respect of the treasury shares; or
the subdivision or consolidation of any treasury share into treasury shares of a greater or smaller number, if the total value of the treasury shares after the subdivision or consolidation is the same as the total value of the treasury share before the subdivision or consolidation, as the case may be.
36/2014
Any shares allotted as fully paid bonus shares in respect of the treasury shares are to be treated for the purposes of this Act as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied.
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Contents of register and index of members of foreign companies
The register of members of a foreign company required to be kept under section 379 must contain the following particulars:
the names and addresses of the members of the foreign company;
the date on which the name of each person was entered in the register as a member;
the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member;
in the case of a foreign company having a share capital —
a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member's holding and of the amount paid or agreed to be considered as paid on the shares of each member; and
such particulars of the shares held by each member, including the date of every allotment of shares to members and the number of shares comprised in each allotment;
such other particulars as may be prescribed.
15/2017
Every foreign company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index —
keep an index in convenient form of the names of the members;
within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index; and
keep the index at the same place as the register of members.
15/2017
The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.
15/2017
If there is any change in the particulars mentioned in subsection (1) contained in the register of members of a foreign company, the foreign company must, within 30 days after the change, update the register of members to reflect the change.
Act 2 of 2022 wef 30/05/2022
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Powers of Court with respect to defaulting substantial shareholders
Where a person is a substantial shareholder, or at any time after has been a substantial shareholder in a company and has failed to comply with section 82, 83 or 84, the Court may, on the application of the Minister, whether or not that failure still continues, make one or more of the following orders:
an order restraining the person from disposing of any interest in shares in the company in which the person is or has been a substantial shareholder;
an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in paragraph ( a ) from disposing of any interest in those shares;
an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest;
an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest;
an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest;
an order directing the company not to register the transfer or transmission of specified shares;
an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded;
for the purposes of securing compliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing...
... share may provide that the sale must be made within such time and subject to such conditions (if any) as the Court thinks fit, including, if the Court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial shareholder in the company. The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share vests in the Registrar. The Court must, before making an order under... ... order. Section 214 of the Insolvency, Restructuring and Dissolution Act 2018 applies in relation to a share that vests in the Registrar under this section as it applies in relation to an estate or interest in property vested in the Official Receiver... |
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Quorum, chairperson, voting, etc., at meetings
So far as the constitution does not make other provision in that behalf and subject to sections 64 and 64A —
2 members of the company personally present form a quorum;
any member elected by the members present at a meeting may be chairperson thereof;
in the case of a company having a share capital —
on a show of hands, each member who is personally present and entitled to vote has one vote; and
on a poll, each member has one vote in respect of each share held by the member and where all or part of the share capital consists of stock or units of stock each member has one vote in respect of the stock or units of stock held by the member which is or are or were originally equivalent to one share; and
in the case of a company not having a share capital every member has one vote.
36/2014
On a poll taken at a meeting a person entitled to more than one vote need not, if the person votes, use all the person's votes or cast all the votes the person uses in the same way.
A corporation may by resolution of its directors or other governing body —
if it is a member of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the company or of any class of members; or
if it is a creditor, including a holder of debentures, of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of any creditors of the company,
and a person so authorised is, in accordance with the person's authority and until the person's authority is revoked by the corporation, entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company.
Where —
a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and
the person is not otherwise entitled to be present at the meeting as a member or proxy or as a corporate representative of another member,
the corporation is, for the purposes of...
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Formation of companies
Subject to the provisions of this Act, any person may, whether alone or together with another person, by subscribing the person's name or their names to a constitution and complying with the requirements as to registration, form an incorporated company.
36/2014
A company may be —
a company limited by shares;
a company limited by guarantee; or
an unlimited company.
No company, association or partnership consisting of more than 20 persons may be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed pursuant to some other written law in Singapore or letters patent.
So much of subsection (3) as prohibits the formation of an association or a partnership consisting of more than 20 persons does not apply to an association or a partnership formed solely or mainly for the purpose of carrying on any profession or calling which under the provisions of any written law may be exercised only by persons who possess the qualifications laid down in such written law for the purpose of carrying on that profession or calling.
As from , no company limited by guarantee with a share capital may be registered under this Act.
The prohibition referred to in subsection (5) does not affect a company limited by guarantee which has a share capital and is registered as such before and section 38(2) continues to apply to a company so registered; but any such company must, within 2 years of that date, elect to convert and re-register that company either as a company limited by shares or as a company limited by guarantee.
The conversion of a company referred to in subsection (6) is effected by lodging with the Registrar a special resolution determining the conversion of the company from a company limited by guarantee with a share capital to a company limited by shares or to a company limited by guarantee (as the case may be) and altering its constitution to the extent that is necessary to bring them into conformity with the requirements of this Act relating to the constitution of a company limited by shares or of a company limited by guarantee, as the case may be.
36/2014
On compliance by a company with subsection...
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Interpretation of this Division
In this Division, unless the contrary intention appears —
authorised representative , in relation to a foreign company, means —
in the case of a foreign company registered before — the agent of the foreign company as defined by this section in force immediately before that date; and
in the case of a foreign company registered on or after — the person named in a notice lodged under section 368(1)( e );
carrying on business —
includes the administration, management or otherwise dealing with property situated in Singapore as an agent, a legal personal representative, or a trustee, whether by employees or agents or otherwise; and
does not exclude activities carried on without a view to any profit.
36/2014
Despite subsection (1), a foreign company is not to be regarded as carrying on business in Singapore for the reason only that in Singapore it —
is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute;
holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs;
maintains any bank account;
effects any sale through an independent contractor;
solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore;
creates evidence of any debt or creates a charge on movable or immovable property;
secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts;
conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time;
invests any of its funds or holds any property;
establishes a share transfer or share registration office in Singapore;
effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore, established under the Monetary Authority of Singapore Act 1970, under an arrangement approved by the Monetary Authority of Singapore; or...
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Effect of constitution
Subject to this Act, the constitution of a company, when registered, binds the company and the members thereof to the same extent as if it respectively had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the constitution.
36/2014
All money payable by any member to the company under the constitution is a debt due from the member to the company.
36/2014
As to effect of alterations on members who do not consent
Despite anything in the constitution of a company, no member of the company, unless either before or after the alteration is made the member agrees in writing to be bound thereby, is bound by an alteration made in the constitution after the date on which the member became a member so far as the alteration requires the member to take or subscribe for more shares than the number held by the member at the date on which the alteration is made or in any way increases the member's liability as at that date to contribute to the share capital of or otherwise to pay money to the company.
36/2014
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Restriction on allotment in certain cases
A public company having a share capital which does not issue a prospectus on or with reference to its formation must not allot any of its shares or debentures unless, at least 3 days before the first allotment of either shares or debentures, there has been lodged with the Registrar a statement in lieu of prospectus which complies with the requirements of this Act.
If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.
Every director of a company who knowingly contravenes or permits or authorises the contravention of subsection (1) shall —
be guilty of an offence; and
be liable in addition to the penalty or punishment for the offence to compensate the company and allottee respectively for any loss, damages or costs which the company or allottee has sustained or incurred thereby.
No proceedings for the recovery of any compensation referred to in subsection (3)( b ) may be commenced after the expiration of 2 years from the date of the allotment.
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...Redeemable preference shares Subject to this section, a company having a share capital may, if so authorised by its constitution, issue preference shares which are, or at the option of the company are to be, liable to be redeemed and the redemption may be effected only on such terms and in such manner as is provided by the constitution. 36/2014 Deleted by Act 36 of 2014 The shares must not be redeemed unless they are fully paid up. The shares must not be redeemed out of the capital of the company unless — all the directors have made a solvency statement in relation to such redemption; and the company has lodged a copy of the statement with the Registrar. To avoid doubt, shares redeemed out of proceeds of a fresh issue of shares issued for the purpose of redemption are not to be treated as having been redeemed out of the capital of the company. 36/2014 A private company may redeem any redeemable preference shares by lodging a prescribed notice of redemption with the Registrar. 36/2014 A redemption of any redeemable preference shares by a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). 36/2014 If a public company redeems any redeemable preference shares, it must within 14 days after doing so give notice thereof to the Registrar specifying the shares redeemed. 36/2014 ...
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Treasury shares: maximum holdings
Where a company has shares of only one class, the aggregate number of shares held as treasury shares must not at any time exceed 10% of the total number of shares of the company at that time.
Where the share capital of a company is divided into shares of different classes, the aggregate number of the shares of any class held as treasury shares must not at any time exceed 10% of the total number of the shares in that class at that time.
Where subsection (1) or (2) is contravened by a company, the company must dispose of or cancel the excess shares in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow.
In subsection (3), the excess shares means such number of the shares, held by the company as treasury shares at the time in question, as resulted in the limit being exceeded.
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Power of company to pay interest out of capital in certain cases
Where any shares of a company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a long period, the company may pay interest on so much of such share capital (except treasury shares) as is for the time being paid up and charge the interest so paid to capital as part of the cost of the construction or provision but —
no such payment may be made unless it is authorised, by the constitution or by special resolution, and is approved by the Court;
before approving any such payment, the Court may at the expense of the company appoint a person to inquire and report as to the circumstances of the case, and may require the company to give security for the payment of the costs of the inquiry;
the payment is to be made only for such period as is determined by the Court, but in no case extending beyond a period of 12 months after the works or buildings have been actually completed or the plant provided;
the rate of interest must in no case exceed 5% per annum or such other rate as is for the time being prescribed; and
the payment of the interest does not operate as a reduction of the amount paid up on the shares in respect of which it is paid.
36/2014
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Substantial shareholder to notify company of interests
A person who is a substantial shareholder in a company must give written notice to the company stating the person's name and address and full particulars (including, unless the interest or interests cannot be related to a particular share or shares, the name of the person who is registered as the holder) of the voting shares in the company in which the person has an interest or interests and full particulars of each such interest and of the circumstances by reason of which the person has that interest.
The notice must be given —
if the person was a substantial shareholder on — within one month after that date; or
if the person became a substantial shareholder after that date — within 2 business days after becoming a substantial shareholder.
The notice must be so given even though the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) is applicable.
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Substantial shareholder to notify company of change in interests
Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a company in voting shares in the company, the substantial shareholder must give written notice to the company stating the information specified in subsection (2) within 2 business days after the substantial shareholder becomes aware of such a change.
The information referred to in subsection (1) is —
the name and address of the substantial shareholder;
the date of the change and the circumstances leading to that change; and
such other particulars as may be prescribed.
In subsection (1), percentage level , in relation to a substantial shareholder, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has an interest or interests immediately before or (as the case may be) immediately after the relevant time as a percentage of the total votes attached to —
all the voting shares in the company; or
where the share capital of the company is divided into 2 or more classes of shares, all the voting shares included in the class concerned,
and, if it is not a whole number, rounding that figure down to the next whole number.
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Defence to prosecutions
It is a defence to a prosecution for failing to comply with section 82, 83, 84 or 86 if the defendant proves that the defendant's failure was due to the defendant not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —
the defendant was not so aware on the date of the summons; or
the defendant became so aware less than 7 days before the date of the summons.
For the purposes of subsection (1), a person is conclusively presumed to have been aware of a fact or occurrence at a particular time —
of which the person would, if the person had acted with reasonable diligence in the conduct of the person's affairs, have been aware at that time; or
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her master's or principal's interest or interests in a share or shares in the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master's or principal's affairs, have been aware at that time.
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Notice of refusal to register transfer by public companies
If a public company refuses to register a transfer of any share, debenture or other interest in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and to the transferee notice of the refusal.
36/2014
Where an application is made to a public company for a person to be registered as a member in respect of shares which have been transferred or transmitted to the person by act of parties or operation of law, the company must not refuse registration by virtue of any discretion in that behalf conferred by its constitution unless it has served on the applicant, within 30 days beginning with the day on which the application was made, a written notice stating the facts which are considered to justify refusal in the exercise of that discretion.
36/2014
If default is made in complying with this section, the public company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
36/2014
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Qualification of director
Without affecting the operation of sections 145 and 146, every director, who is by the constitution required to hold a specified share qualification and who is not already qualified, must obtain his or her qualification within 2 months after his or her appointment or such shorter period as is fixed by the constitution.
36/2014
Unless otherwise provided by the constitution, the qualification of any director of a company must be held by him or her solely and not as one of several joint holders.
36/2014
A director must vacate his or her office if he or she has not within the period referred to in subsection (1) obtained his or her qualification or if after so obtaining it he or she ceases at any time to hold his or her qualification.
Any person who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty.
A person vacating office under this section is incapable of being re-appointed as director until the person has obtained his or her qualification.
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... that time; or
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her 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...
... holds or acquires a right to acquire a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest. 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 is a reference to a debenture or participatory interest. Nothing in section 164 or this section requires a company to enter in its register or requires a director... |
... Dissolution Act 2018;
company means a company incorporated under this Act or under 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...
... Court; 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 mentioned in section 174; statutory report means the report mentioned in section 174; summary financial statement means a summary financial statement referred to in section 203A; telecommunication system has the meaning given by the Telecommunications Act 1999; treasury share means a share which — was (or is treated as having been) purchased by a company in circumstances in which section 76H applies; and has been held by the company continuously since the treasury share was so purchased; 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... ... 01/07/2023 voting share , in relation to a body corporate, means an issued share in the body corporate, not being — a share to which, in no circumstances, is there attached a right to vote; or a share to which there is attached a right to vote only in one or more of the following circumstances: during a period in which a dividend (or part of a dividend) in respect of the share is in arrear; upon a proposal to reduce the share capital of the body corporate; upon a proposal that affects rights attached to the share; upon a proposal to wind up the body corporate; upon a proposal for the disposal... |
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Persons connected with director in section 25C
For the purposes of section 25C, a reference to a person connected with a director means —
a member of the director's family;
a body corporate with which the director is connected within the meaning of subsection (2)( b );
a person acting in the person's capacity as trustee of a trust —
the beneficiaries of which include the director or a person who by virtue of paragraph ( a ) or ( b ) is connected with the director; or
the terms of which confer a power on the trustees that may be exercised for the benefit of the director or any person mentioned in sub-paragraph (i),
other than a trust for the purposes of an employees' share scheme or on a pension scheme;
a person acting in the person's capacity as partner —
of the director; or
of a person who, by virtue of paragraph ( a ), ( b ) or ( c ), is connected with that director;
a firm that is a legal person under the law by which it is governed and in which —
the director is a partner;
a partner is a person who, by virtue of paragraph ( a ), ( b ) or ( c ), is connected with the director; or
a partner is a firm in which the director is a partner or in which there is a partner who, by virtue of paragraph ( a ), ( b ) or ( c ), is connected with the director; and
a reference to a person connected with a director of a company does not include a person who is himself or herself a director of the company.
36/2014
For the purposes of this section —
a member of a director's family includes the director's spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter;
a director is connected with a body corporate if, and only if, the director and the persons connected with the director together —
are interested in at least 20% of the share capital of that body corporate; or
are entitled to exercise or control, directly or indirectly, the exercise of more than 20% of the voting power at any general meeting of that body corporate...
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Restrictions on commencement of business in certain circumstances
Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company must not commence any business or exercise any borrowing power —
if any money is or may become liable to be repaid to applicants for any shares or debentures offered for public subscription by reason of any failure to apply for or obtain permission for listing for quotation on any securities exchange; or
unless —
shares held subject to the payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription;
every director has paid to the company on each of the shares taken or contracted to be taken by him or her, and for which he or she is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription; and
there has been lodged with the Registrar a declaration in the prescribed form by —
the secretary or one of the directors of the company; or
a registered qualified individual authorised by the company,
verifying that sub-paragraphs (i) and (ii) have been complied with.
36/2014
Where a public company having a share capital has not issued a prospectus inviting the public to subscribe for its shares, the company must not commence any business or exercise any borrowing power unless —
there has been lodged with the Registrar a statement in lieu of prospectus which complies with the provisions of this Act;
every director of the company has paid to the company on each of the shares taken or contracted to be taken by him or her, and for which he or she is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash; and
there has been lodged with the Registrar a declaration in the prescribed form by —
the secretary or one of the directors of the company; or
a registered qualified individual authorised by the company,
verifying that paragraph ( b ) has been complied with.
36/2014
The Registrar...
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Power to require information as to persons interested in shares or debentures
Where it appears to the Minister that there is good reason to investigate the ownership of any shares in or debentures of a corporation and that it is unnecessary to appoint an inspector for the purpose, the Minister may require any person whom the Minister has reasonable cause to believe to have or to be able to obtain any information as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares or debentures to give such information to the Minister.
For the purposes of this section, a person is deemed to have an interest in a share or debenture if the person has any right to acquire or dispose of the share or debenture or any interest therein or to vote in respect thereof, or if the person's consent is necessary for the exercise of any of the rights of other persons interested therein, or if other persons interested therein can be required or are accustomed to exercise their rights in accordance with the person's instructions.
Any person who fails to give any information required of the person under this section, or who in giving any such information makes any statement which the person knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.
This section applies to a banking corporation but nothing therein requires, subject to the provisions of the Banking Act 1970, disclosure by a banking corporation to the Minister of any information as to the affairs of any of its customers other than the corporation of which it is the banker.
The Minister may by notification in the Gazette delegate his or her powers under this section either generally or in any particular case to a committee of an approved exchange that has been approved by the Minister under any written law relating to the securities industry or to any body, panel or committee that has been established to advise the Minister on matters connected with the securities industry.
4/2017
A committee of an approved exchange or any body, panel or committee mentioned in subsection (5) in the discharge of its powers under that subsection must keep the Minister informed of any information obtained under this section.
4/2017...
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...Electronic transmission of documents Where any accounts, balance sheet, financial statements, report or other document is required or permitted to be sent under this Act or under the constitution of a company by the company or the directors of the company to — a member of the company; or an officer or auditor of the company, that document may be sent using electronic communications to the current address of that person. 36/2014 Act 17 of 2023 wef 01/07/2023 For the purposes of this section, a document is also treated as sent to a person where — the company and that person have agreed in writing to the person having access to documents on a website (instead of their being sent to the person); the document is a document to which that agreement applies; the document is published on the website such that it is or can be made legible; and that person is notified, in a manner for the time being agreed for that purpose between the person and the company, of — the publication of the document on that website; the address of that website; and the place on that website where the document may be accessed, and how it may be accessed. Act 17 of 2023 wef 01/07/2023 Where any provision of this Act or of the constitution of the company requires any document to be sent to a person not less than a specified number of days before a meeting, that document, if treated in accordance with subsection (2) as sent to any person, is treated as sent to the person not less than the specified number of days before the date of a meeting if, and only if — the document is published on and remains accessible to that person from the website throughout a period beginning before the specified number of days before the date of the meeting and ending with the conclusion of the meeting; and the notification given for the purposes of subsection (2)( d ) is given not less than the specified number of days before the date of the meeting. 36/2014 Act 17 of 2023 wef 01/07/2023 Nothing in subsection (3) invalidates the proceedings of a meeting where — any document that is required to be published and remain accessible as mentioned in paragraph ( a ) of that subsection is published and remains accessible for a part, but not all, of the period mentioned in that paragraph; and the failure to publish and make accessible that document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid. A company may, despite any provision to the contrary in its constitution, take advantage of subsection (1), (2), (3) or (4). For the purposes of this section and sections 387C and 387D — a reference to a document does not include any of the following: a share certificate; a debenture; a certificate of any other interest in a company; an instrument of transfer of any share, debenture or other interest in a company; and a reference to the sending of a document includes the circulation, delivery, despatching...
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Division into Parts
This Act is divided into Parts and Divisions as follows:
Part 1 sections 1-7A
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Preliminary sections 1-7A.
Part 2 sections 8-15
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Administration of this Act sections 8-8H, 10, 12-15.
Part 3 Constitution of Companies sections 17-42A
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Division 1 — Incorporation sections 17-22. Division 2 — Powers sections 23-41C, 42A.
Part 4 Shares, Debentures and Charges sections 59-141
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Division 2 — Restrictions on allotment and commencement of business sections 59-62.
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Division 3 — Shares sections 62A-68, 70-78.
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Division 3A — Reduction of share capital sections 78A-78K.
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Division 4 — Substantial shareholdings sections 79-91.
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Division 5 — Debentures sections 93-96, 100.
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Division 7 — Title and transfers sections 121-128, 129-130AE.
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Division 8 — Registration of charges sections 131-141.
Part 5 Management and Administration sections 142-198
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Division 1 — Office and name sections 142-144.
Division 2 — Directors and officers sections 145-152, 154-160, 161-165, 168-169, 171-173I.
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Division 3 — Meetings and proceedings sections 174-189.
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Division 4 — Register of members kept by public company sections 189A-196.
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Division 4A — Electronic register of members kept by Registrar sections 196A-196D
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Division 5 — Annual return sections 197-198.
Part 6 Financial Statements and Audit sections 199-209A
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Division 1 — Financial statements sections 199, 201-204.
Division 2 — Audit sections 205-209A.
Part 7 sections 210-216B
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Arrangements, Reconstructions and Amalgamations sections 210-211, 212, 215-216B.
Part 9 sections 228-246
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Investigations sections 228-233, 235-246.
Part 10 sections 344-344H
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Dissolution sections 344-344H
Part 10A sections 355-364A
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Transfer of Registration sections 355-364A.
Part 11 Various Types of...
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Private company
A company having a share capital may be incorporated as a private company if its constitution —
restricts the right to transfer its shares; and
limits to not more than 50 the number of its members (counting joint holders of shares as one person and not counting any person in the employment of the company or of its subsidiary or any person who while previously in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company).
36/2014
Where, on , the constitution of a company that is a private company by virtue of paragraph ( a ) of the definition of private company in section 4(1) does not contain the restrictions and limitations required by subsection (1) to be included in the constitution of a company that may be incorporated as a private company, the constitution of the company is deemed to include each such restriction or limitation that is not so included and a restriction on the right to transfer its shares that is so deemed to be included in its constitution is deemed to be a restriction that prohibits the transfer of shares except to a person approved by the directors of the company.
36/2014
Where a restriction or limitation deemed to be included in the constitution of a company under subsection (2) is inconsistent with any provision already included in the constitution of the company, that restriction or limitation, to the extent of the inconsistency, prevails.
36/2014
A private company may, by special resolution, alter any restriction on the right to transfer its shares included, or deemed to be included, in its constitution or any limitation on the number of its members included, or deemed to be included, in its constitution, but not so that the constitution of the company ceases to include the limitation required by subsection (1)( b ) to be included in the constitution of a company that may be incorporated as a private company.
36/2014
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Calling of meetings
Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the constitution may call a meeting of the company.
36/2014
A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, must be called by written notice of not less than 14 days or such longer period as is provided in the constitution.
36/2014
A meeting is, even though it is called by notice shorter than is required by subsection (2), deemed to be duly called if it is so agreed —
in the case of a meeting called as the annual general meeting — by all the members entitled to attend and vote thereat; or
in the case of any other meeting — by a majority in number of the members having a right to attend and vote thereat, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting.
So far as the constitution does not make other provision in that behalf, notice of every meeting must be served on every member having a right to attend thereat in the manner in which notices are required to be served by the model constitution prescribed under section 36(1) for the type of company to which the company belongs, if any.
36/2014
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Duties of company with respect to issue of certificates
Within 60 days after the date of registration of the company, the company must complete and have ready for delivery appropriate certificates in respect of all persons registered as holders of existing shares or debentures (as the case may be) as at the date of registration.
15/2017
Upon the delivery of the certificates to the holders of existing shares or debentures under subsection (1), all prior certificates in respect of such shares or debentures cease to be operative and cease to have any validity for the purposes of this Act.
15/2017
Any share warrant, stating that the bearer of the warrant is entitled to the shares specified in the warrant and enabling the shares to be transferred by delivery of the warrant, that had been issued by the foreign corporate entity before the date of registration of the company is void.
15/2017
If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificates or the debentures delivered to the person, make an order directing the company and any officer of the company to make good the default within such time as is specified in the order, and the order may provide that all costs of and incidental to the application are to be borne by the company or by any officer of the company in default in such proportions as the Court thinks fit.
15/2017
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Dividends payable from profits only
No dividend is payable to the share-holders of any company except out of profits.
Subject to subsection (1B), any profits of a company applied towards the purchase or acquisition of its own shares in accordance with sections 76B to 76G are not payable as dividends to the shareholders of the company.
Subsection (1A) does not apply to any part of the proceeds received by the company as consideration for the sale or disposal of treasury shares which the company has applied towards the profits of the company.
Any gains derived by the company from the sale or disposal of treasury shares are not payable as dividends to the shareholders of the company.
Every director or chief executive officer of a company who wilfully pays or permits to be paid any dividend in contravention of this section —
shall, without prejudice to any other liability, be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months; and
shall also be liable to the creditors of the company for the amount of the debts due by the company to them respectively to the extent by which the dividends so paid have exceeded the profits and such amount may be recovered by the creditors or the liquidator suing on behalf of the creditors.
36/2014
If the whole amount is recovered from one director or chief executive officer, he or she may recover contribution against any other person liable who has directed or consented to such payment.
36/2014
No liability by this section imposed on any person extends or passes, on the death of such person to the person's executors or administrators nor is the estate of any such person after the person's death liable under this section.
In this section, dividend includes bonus and payment by way of bonus.
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Change from public to private company
A public company having a share capital may convert to a private company by lodging with the Registrar —
a copy of a special resolution —
determining to convert to a private company and specifying an appropriate alteration to its name; and
altering the provisions of its constitution so far as is necessary to impose the restrictions and limitations referred to in section 18(1);
a list of persons holding shares in the company in the prescribed form; and
such other information relating to the company or its members and officers as may be prescribed.
36/2014
Change from private to public company
A private company may, subject to its constitution, convert to a public company by lodging with the Registrar —
a copy of a special resolution determining to convert to a public company and specifying an appropriate alteration to its name;
a statement in lieu of prospectus; and
a declaration in the prescribed form verifying that section 61(2)( b ) has been complied with,
and thereupon the restrictions and limitations referred to in section 18(1) as included in or deemed to be included in the constitution of such company cease to form part of the constitution.
36/2014
On compliance by a company with subsection (1) or (2) and on the issue of a notice of incorporation altered accordingly the company becomes a private company or a public company (as the case requires).
The public company referred to in subsection (2) must, within 14 days after the issue of the notice of incorporation referred to in subsection (3), lodge with the Registrar in the prescribed form a list of persons holding shares in the company.
36/2014
A conversion of a company pursuant to subsection (1) or (2) does not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that could have been continued or commenced by or against it prior to the conversion may, despite any change in the company's name or capacity in consequence of the conversion, be continued or commenced by or against...
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Company to keep register of substantial shareholders
A company must keep a register in which it must immediately enter —
in alphabetical order the names of persons from whom it has received a notice under section 82; and
against each name so entered, the information given in the notice and, where it receives a notice under section 83 or 84, the information given in that notice.
The register must be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in Singapore and must be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the company requires.
A person may request the company to furnish the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company must send the copy to that person, within 14 days or such longer period as the Registrar thinks fit, after the day on which the request is received by the company.
The Registrar may at any time in writing require the company to furnish the Registrar with a copy of the register or any part of the register and the company must furnish the copy within 7 days after the day on which the requirement is received by the company.
If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction.
A company is not, by reason of anything done under this Division —
to be taken for any purpose to have notice of; or
to be put upon inquiry as to,
a right of a person to or in relation to a share in the company.
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Loss or destruction of certificates
Subject to subsection (2), where a certificate or other document of title to shares or debentures is lost or destroyed, the company must on payment of a fee not exceeding $2 issue a duplicate certificate or document in lieu thereof to the owner on the owner's application accompanied by —
a statutory declaration that the certificate or document has been lost or destroyed, and has not been pledged, sold or otherwise disposed of, and, if lost, that proper searches have been made; and
an undertaking in writing that if it is found or received by the owner it will be returned to the company.
Where the value of the shares or debentures represented by the certificate or document is greater than $500 the directors of the company may, before accepting an application for the issue of a duplicate certificate or document, require the applicant —
to cause an advertisement to be inserted in a newspaper circulating in a place specified by the directors stating that the certificate or document has been lost or destroyed and that the owner intends after the expiration of 14 days after the publication of the advertisement to apply to the company for a duplicate; or
to furnish a bond for an amount equal to at least the current market value of the shares or debentures indemnifying the company against loss following on the production of the original certificate or document,
or may require the applicant to do both of those things.
Any duplicate certificate issued on or after in respect of a share certificate issued before that date must state, in place of the historical nominal value of the shares, the amount paid on the shares and the amount (if any) unpaid on the shares.
For the purposes of this section in relation to a book-entry security, a reference to an owner therein is to be construed as a reference to the Depository.
36/2014
Subsection (2) does not apply to documents evidencing title in relation to listed securities which have been deposited with the Depository and registered in its name or its nominee's name.
36/2014
...
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... —
in the case of a company with a share capital — the director or directors is or together are interested in 20% or more of the total voting power in the other company; or
in the case of a company without a share capital — the director or...
...; a person who has an interest in a share of a company or a VCC is to be treated as having an interest in the voting power conferred on the holder by that share; a reference to prior approval of the company in subsection (1) does... |
...
A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of or participatory interest made available by the company...
... 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 or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest. 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 is a reference to a debenture or participatory interest. For the purposes of the application of this section — a... |
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Convening of extraordinary general meeting on requisition
The directors of a company, despite anything in its constitution, must, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of the total number of paid-up shares as at the date of the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of members representing not less than 10% of the total voting rights of all members having at that date a right to vote at general meetings, immediately proceed duly to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the receipt by the company of the requisition.
36/2014
For the purposes of subsection (1), any of the company's paid-up shares held as treasury shares are to be disregarded.
36/2014
The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists.
If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a meeting, the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may themselves, in the same manner as nearly as possible as that in which meetings are to be convened by directors convene a meeting, but any meeting so convened must not be held after the expiration of 3 months from that date.
Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting must be paid to the requisitionists by the company, and any sum so paid must be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.
A meeting at which a special resolution is to be proposed is deemed not to be duly convened by the directors if they do not give such notice thereof as is required by this Act in the case of special resolutions.
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Electronic register of members
On and after , the Registrar must, in respect of every private company, keep and maintain an electronic register of members of that company containing such information notified to the Registrar on or after that date.
36/2014
The electronic register of members of a private company must be kept in such form as the Registrar may determine and must contain —
the following information:
the names of the members;
the addresses of the members;
in the case of a company having a share capital —
a statement of the shares held by each member of the amount paid or agreed to be considered as paid on the shares of each member; and
the date of every allotment of shares to members (including any deemed allotment as defined in section 63(3)) and the number of shares comprised in each allotment;
the date on which the name of each person was entered in the register as a member;
the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member; and
any change to the information referred to in paragraph ( a )(i), (ii) and (iii) that occurs on or after .
36/2014
Where a private company has converted any of its shares into stock and the company notifies the Registrar of this fact, the register must show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (2)( a ).
36/2014
Particulars of any change in the information referred to in subsection (2) must be given to the Registrar where a private company purchases one or more of its shares or stocks in circumstances in which section 76H applies unless the company cancels all the shares or stocks immediately after the purchase in accordance with section 76K(1).
36/2014
The Registrar must update the electronic register of members in accordance with any change that is required or authorised by any provision of this Act to be lodged with the Registrar, including section 31(1), 63(1), 70(6), 71(1B), 74A(3), 76B(7), 76K(1A), 126(2) or 128(1)( a...
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...Annual return by companies Every company, other than a company mentioned in subsection (1A), must lodge a return with the Registrar after its annual general meeting — in the case of a listed company — within 5 months after the end of its financial year; and in any other case — within 7 months after the end of its financial year. 15/2017 A company having a share capital and keeping a branch register in any place outside Singapore must lodge a return with the Registrar after its annual general meeting — in the case of a listed company — within 6 months after the end of its financial year; and in any other case — within 8 months after the end of its financial year. 15/2017 The Registrar may, if the Registrar thinks there are special reasons to do so, extend any period within which a company must lodge a return under subsection (1) or (1A) — upon an application by the company; or in respect of any prescribed class of companies. 15/2017 The return mentioned in subsections (1) and (1A) — must be in such form; must contain such particulars and information; and must be accompanied by such documents, as may be prescribed. 36/2014; 15/2017 The particulars to be contained in, and the documents that are to accompany, the return mentioned in subsection (1) may differ according to the class or description of company prescribed. 36/2014 If a private company is required under section 175A(4) to hold an annual general meeting for a financial year after it has lodged its annual return for that financial year, the company must lodge a notice of the date on which the annual general meeting was held with the Registrar within 14 days after that date. 15/2017 Deleted by Act 15 of 2017 If a company fails to comply with this section, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. 36/2014 ...
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...Proxies Subject to this section, a member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, is entitled to appoint another person, whether a member or not, as the member's proxy to attend and vote instead of the member at the meeting and a proxy appointed to attend and vote instead of a member also has the same right as the member to speak at the meeting. 36/2014 Subject to this section, unless the constitution otherwise provides — a proxy is not entitled to vote except on a poll; a member is not entitled to appoint more than 2 proxies to attend and vote at the same meeting; and where a member appoints 2 proxies, the appointments are invalid unless the member specifies the proportions of the member's holdings to be represented by each proxy. 36/2014 Despite anything to the contrary in the constitution of a company, a member may appoint a proxy under this section by depositing with the company an instrument of appointment by electronic means. Act 17 of 2023 wef 01/07/2023 The electronic means by which an instrument of appointment may be deposited under subsection (1B) must be specified by the company in the notice of meeting. Act 17 of 2023 wef 01/07/2023 A member of a company having a share capital who is a relevant intermediary may appoint more than 2 proxies in relation to a meeting to exercise all or any of the member's rights to attend and to speak and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by the member (which number and class of shares must be specified). 36/2014 Act 17 of 2023 wef 01/07/2023 A proxy appointed under subsection (1C) has at a meeting the right to vote on a show of hands. 36/2014 In every notice calling a meeting of a company or a meeting of any class of members of a company there must appear with reasonable prominence a statement as to the rights of the member to appoint a proxy or proxies to attend and vote instead of the member, and that a proxy need not also be a member; and if default is made in complying with this subsection as respects any meeting, every officer of the company who is in default shall be guilty of an offence. 36/2014 Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued at the company's expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at the member's request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy. Any person who authorises or...
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... section and section 386ALA —
appointed day means the date of commencement of section 2( i ) of the Corporate Registers (Miscellaneous Amendments) Act 2022;
company means a company having a share capital;
foreign company means a foreign company having a share capital...
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Sections 8(7) and 201(16)
Contents of directors' statement
A statement as to whether in the opinion of the directors —
the financial statements and, where applicable, the consolidated financial statements are drawn up so as to give a true and fair view of the financial position and performance of the company and (if applicable) of the financial position and performance of the group for the period covered by the financial statements or consolidated financial statements; and
at the date of the statement there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due.
Where any option has been granted by a company, other than a parent company for which consolidated financial statements are required, during the period covered by the financial statements to take up unissued shares of a company —
the number and class of shares in respect of which the option has been granted;
the date of expiration of the option;
the basis upon which the option may be exercised; and
whether the person to whom the option has been granted has any right to participate by virtue of the option in any share issue of any other company.
Where any of the particulars required by paragraph 2 have been stated in a previous directors' statement, they may be stated by reference to that statement.
Where a parent company or any of its subsidiary corporations has at any time granted to a person an option to have shares issued to the person in the company or subsidiary corporation, the directors' statement of the parent company must state the name of the corporation in respect of the shares in which the option was granted and the other particulars required under paragraphs 2, 5 and 6.
The particulars of shares issued during the period to which the statement relates by virtue of the exercise of options to take up unissued shares of the company, whether granted before or during that period.
The number and class of unissued shares of the company under option as at the end of the period to which the statement relates, the price, or method of fixing the price, of issue of those shares, the date of expiration of the option and the rights (if any) of the persons to whom the options have been granted to participate by virtue of the options in any share issue of any other company...
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Solvency statement and offence for making false statement
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 —
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;
where —
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
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
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),
being a statement which complies with subsection (2).
36/2014
The solvency statement —
if the company is exempt from audit requirements under section 205B or 205C, must be in the form of a written declaration signed by every director; or
if the company is not such a company, must be in the form of a written declaration signed by every director or must be accompanied by a report from its auditor that the auditor has inquired into the affairs of the company and is of the opinion that the statement is not unreasonable given all the circumstances.
36/2014
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).
In determining, for the purposes of subsection (1)( c ), whether the value of the company's assets is or will become less than the...
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...Default in complying with requirements as to private companies Deleted by Act 5 of 2004 Where — default has been made in relation to a private company in complying with a limitation of a kind specified in section 18(1)( b ) that is included, or is deemed to be included in the constitution of the company; Deleted by Act 5 of 2004 the constitution of a private company have been so altered that they no longer include restrictions or limitations of the kinds specified in section 18(1); or a private company has ceased to have a share capital, the Registrar may by notice served on the company determine that, on such date as is specified in the notice, the company ceased to be a private company. 36/2014 Where, under this section, the Court or the Registrar determines that a company has ceased to be a private company — the company is a public company and is deemed to have been a public company on and from the date specified in the order or notice; the company is on the date so specified deemed to have changed its name by the omission from its name of the word Private or the word Sendirian , as the case requires; and the company must, within a period of 14 days after the date of the order or the notice, lodge with the Registrar — a statement in lieu of prospectus; and a declaration in the prescribed form verifying that section 61(2)( b ) has been complied with. Where the Court is satisfied that a default or alteration referred to in subsection (2) has occurred but that it was accidental or due to inadvertence or to some other sufficient cause or that on other grounds it is just and equitable to grant relief, the Court may, on such terms and conditions as to the Court seem just and expedient, determine that the company has not ceased to be a private company. A company that, by virtue of a determination made under this section, has become a public company may not convert to a private company without the permission of the Court. Act 25 of 2021 wef 01/04/2022 If default is made in complying with subsection (3)( c ), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty. Deleted by Act 5 of 2004 Where default is made in relation to a private company in complying with any restriction or limitation of a kind specified in section 18(1) that is included, or deemed to be included, in the constitution of the company, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months. 36/2014 ...
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Rights of holders of classes of shares
If, in the case of a company the share capital of which is divided into different classes of shares, provision is made by the constitution for authorising the variation or abrogation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and pursuant to that provision, the rights attached to any such class of shares are at any time varied or abrogated, the holders of not less in the aggregate than 5% of the total number of issued shares of that class may apply to the Court to have the variation or abrogation cancelled, and, if any such application is made, the variation or abrogation does not have effect until confirmed by the Court.
36/2014
For the purposes of subsection (1), any of the company's issued shares held as treasury shares is to be disregarded.
36/2014
An application is not invalid by reason of the applicants or any of them having consented to or voted in favour of the resolution for the variation or abrogation if the Court is satisfied that any material fact was not disclosed by the company to those applicants before they so consented or voted.
The application must be made within one month after the date on which the consent was given or the resolution was passed or such further time as the Court allows, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they appoint in writing for the purpose.
On the application the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, may, if satisfied having regard to all the circumstances of the case that the variation or abrogation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation or abrogation, as the case may be, and must, if not so satisfied, confirm it and the decision of the Court is final.
The company must, within 14 days after the making of an order by the Court on any such application, lodge a copy of the order with the Registrar and if default is made in complying with this provision the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
The issue by a...
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... —
a company not having a share capital;
a private company; or
a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company...
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Statutory meeting and statutory report
Every public company that is a limited company and has a share capital must, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the statutory meeting .
The directors must at least 7 days before the day on which the meeting is to be held forward a report to be called the statutory report to every member of the company.
The statutory report must be certified by not less than 2 directors of the company and must state —
the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted;
the total amount of cash received by the company in respect of all the shares allotted and so distinguished;
an abstract of the receipts of the company and of the payments made thereout up to a date within 7 days of the date of the report exhibiting under distinctive headings the receipts from shares and debentures and other sources the payments made thereout and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses;
the names and addresses and descriptions of the directors, trustees for holders of debentures (if any), auditors (if any), chief executive officers (if any) and secretaries of the company; and
the particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification.
36/2014
The statutory report must, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors, if any.
The directors must cause a copy of the statutory report and the auditor's report (if any) to be lodged with the Registrar at least 7 days before the date of the statutory meeting.
The directors must cause a list showing the names and addresses of the members and the number of shares held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to any...
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Branch registers
A public company having a share capital may cause to be kept in any place outside Singapore a branch register of members which is deemed to be part of the company's register of members.
36/2014
The public company must lodge with the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such notice must be lodged within 14 days after the opening of the office or of the change or discontinuance, as the case may be.
36/2014
A branch register must be kept in the same manner in which the principal register is by this Act required to be kept.
The public company must transmit to the office at which its principal register is kept a copy of every entry in its branch register as soon as possible after the entry is made, and must cause to be kept at that office duly entered up from time to time a duplicate of its branch register, which is for all purposes of this Act deemed to be part of the principal register.
36/2014
Subject to this section with respect to the duplicate register, the shares registered in a branch register must be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a branch register may during the continuance of that registration be registered in any other register.
A public company may discontinue a branch register and thereupon all entries in that register must be transferred to some other branch register kept by the company in the same place or to the principal register.
36/2014
This section applies to all public companies incorporated in Singapore.
36/2014
If by virtue of the law in force in any other country any corporation incorporated under that law keeps in Singapore a branch register of its members, the Minister may by order declare that the provisions of this Act relating to inspection, place of keeping and rectification of registers of members apply, subject to any modifications specified in the order, to and in relation to any such branch register kept in Singapore as they apply to and in relation to the registers of companies under this Act and thereupon those provisions are to apply accordingly.
If default is made...
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Any director who contravenes subsection (6) shall be guilty of an offence.
A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.
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Registration of charges
Subject to this Division, where a charge to which this section applies is created by a company there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the creation of the charge, a statement containing the prescribed particulars of the charge, and if this section is not complied with in relation to the charge the charge is, so far as any security on the company's property or undertaking is thereby conferred, void against the liquidator and any creditor of the company.
36/2014
In connection with the registration of a charge to which this section applies which is created by a company there must be produced to the Registrar, upon the Registrar's request and for the purposes of inspection, at no cost to the Registrar, the instrument (if any) by which the charge is created or evidenced or a certified true copy thereof.
Nothing in subsection (1) affects any contract or obligation for repayment of the money secured by a charge and when a charge becomes void under this section the money secured thereby immediately becomes payable.
This section applies to the following charges that are created on or after :
a charge to secure any issue of debentures;
a charge on uncalled share capital of a company;
a charge on shares of a subsidiary of a company which are owned by the company;
a charge created or evidenced by an instrument which if executed by an individual, would require registration as a bill of sale;
a charge on land wherever situate or any interest therein but not including any charge for any rent or other periodical sum issuing out of land;
a charge on book debts of the company;
a floating charge on the undertaking or property of a company;
a charge on calls made but not paid;
a charge on a ship or aircraft or any share in a ship or aircraft;
a charge on goodwill, on a patent or a licence under a patent, on a trade mark or a licence to use a trademark, or on a copyright or a licence under a copyright or on a registered design or a licence to use a registered design.
36/2014
This section also applies to any charge that...
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Section 60(1)
Statement in lieu of prospectus
Statement in Lieu of Prospectus Lodged for Registration by
[Insert name of the company]
The issued share capital of the company
$
Shares of $
Divided into
Shares of $
Shares of $
Amount (if any) of above capital which consists of redeemable preference shares
Shares of $
The date on or before which these shares are, or are liable, to be redeemed
Names and descriptions and residential addresses or alternate addresses of directors (as entered in the register of directors kept by the Registrar under section 173(1)( a ) in respect of the company) or proposed directors
If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively
Number and amount of shares and debentures issued within the 2 years preceding the date of this statement or proposed or agreed to be issued as fully or partly paid up otherwise than in cash
1.
2.
3.
shares of $ fully paid
shares upon which $ per share credited as paid
debentures $
The consideration for the issue or intended issue of those shares and debentures
4.
Consideration:
Number, description, and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from a person to whom they have been allotted or agreed to be allotted with a view to the firstmentioned person offering them for sale
1.
shares of $ and debentures of $
Period during which option is exercisable
2.
Until
Price to be paid for shares or debentures subscribed for or acquired under option
3.
$
Consideration for option or right to option
4.
Consideration:
Persons to whom option or right to option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures
5.
Names and addresses...
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... share referred to in subsection (4B) or (6C) —
where the holding company has shares of only one class, the aggregate number of shares held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, must not at any time exceed 10% of the total number of shares of the holding company at that time;
where the share capital of the holding company is divided into shares of different classes, the aggregate number of the shares of any class held by all the...
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... this section —
arrangement includes a reorganisation of the share capital of a company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both these methods;
company means any corporation liable to be wound up under the Insolvency...
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