PART 3 | CONSTITUTION OF COMPANIES |
| Division 1 — Incorporation |
| 17.—(1) 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] (2) A company may be —| (a) | a company limited by shares; | | (b) | a company limited by guarantee; or | | (c) | an unlimited company. |
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| (3) 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. |
| (4) 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. |
| (5) As from 15 August 1984, no company limited by guarantee with a share capital may be registered under this Act. |
| (6) 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 15 August 1984 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. |
| (7) 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] |
| (8) On compliance by a company with subsection (7) and on the issue by the Registrar of a notice of incorporation of the company in accordance with the special resolution, the company becomes a company limited by shares or a company limited by guarantee, as the case may be. |
| (9) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation. [36/2014] |
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18.—(1) A company having a share capital may be incorporated as a private company if its constitution —| (a) | restricts the right to transfer its shares; and | | (b) | 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] |
| (2) Where, on 29 December 1967, 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] |
| (3) 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] |
| (4) 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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| Registration and incorporation |
19.—(1) A person desiring the incorporation of a company must —| (a) | submit to the Registrar the constitution of the proposed company and such other documents as may be prescribed; | | (b) | furnish the Registrar with the last day of the proposed company’s first financial year and such other information as may be prescribed; and | | (c) | pay the Registrar the prescribed fee. [36/2014; 15/2017] |
(2) Either —| (a) | a registered qualified individual engaged in the formation of the proposed company; or | | (b) | a person named in the constitution as a director or the secretary of the proposed company, |
| must make a declaration to the Registrar that — |
| (c) | all of the requirements of this Act relating to the formation of the company have been complied with; and | | (d) | he or she has verified the identities of the subscribers to the constitution, and of the persons named in the constitution as officers of the proposed company, |
| and the Registrar may accept such declaration as sufficient evidence of those matters. |
[36/2014] |
| (3) Upon receipt of the documents, information and payment referred to in subsection (1) and declaration mentioned in subsection (2), the Registrar must, subject to this Act, register the company by registering its constitution. [36/2014] |
(4) On the registration of the constitution the Registrar must issue in the prescribed manner a notice of incorporation in the prescribed form stating that the company is, on and from the date specified in the notice, incorporated, and that the company is —| (a) | a company limited by shares; | | (b) | a company limited by guarantee; or | | (c) | an unlimited company, |
| as the case may be, and where applicable, that it is a private company. |
[36/2014] |
| (5) On and from the date of incorporation specified in the notice issued under subsection (4) but subject to this Act, the subscribers to the constitution, together with such other persons as may from time to time become members of the company, are a body corporate by the name contained in the constitution capable immediately of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act. [36/2014; 15/2017] |
(6) The subscribers to the constitution are deemed to have agreed to become members of the company and on the incorporation of the company must be entered as members —| (a) | in the case of a public company — in the register of members kept by the public company under section 190; or | | (b) | in the case of a private company — in the electronic register of members kept by the Registrar under section 196A. [36/2014] |
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(6A) Apart from the subscribers mentioned in subsection (6), every other person who agrees to become a member of a company and whose name is entered —| (a) | in the case of a public company — in the register of members kept by the public company under section 190; or | | (b) | in the case of a private company — in the electronic register of members kept by the Registrar under section 196A, |
| is a member of the company. |
[36/2014] |
| (7) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation. [36/2014] |
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| Power to refuse registration |
| 20.—(1) Without affecting the powers of the Registrar under section 12(5), where a constitution is delivered for registration under section 19, the Registrar must not register the constitution unless the Registrar is satisfied that all the requirements of this Act in respect of the registration and of all matters precedent and incidental thereto have been complied with. [36/2014] (2) Despite anything in this Act or any rule of law, the Registrar must refuse to register the constitution of a proposed company where the Registrar is satisfied that —| (a) | the proposed company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or | | (b) | it would be contrary to the national security or interest for the proposed company to be registered. [36/2014] |
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| (3) Any person aggrieved by the decision of the Registrar under subsection (2) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final. |
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| 20A. A company must have at least one member. |
| Membership of holding company |
21.—(1) A corporation cannot be a member of a company which is its holding company, and any allotment or transfer of shares in a company to its subsidiary is void.| (1A) Subsection (1), insofar as it provides that any transfer of shares in contravention of it is void, does not apply to a disposition of book‑entry securities, but a Court, on being satisfied that a disposition of book‑entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1). [36/2014] |
| (2) Subsection (1) does not apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money. |
| (3) This section does not prevent a subsidiary which, on 29 December 1967, is a member of its holding company, from continuing to be a member but, subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof. |
(4) This section does not prevent a subsidiary from continuing to be a member of its holding company if, at the time when it becomes a subsidiary of the holding company, it already holds shares in that holding company, but —| (a) | subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof; and | | (b) | subject to subsections (4A) and (4B), the subsidiary must, within the period of 12 months or such longer period as the Court may allow after becoming the subsidiary of its holding company, dispose of all of its shares in the holding company. [36/2014] |
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| (4A) To avoid doubt, subsection (4)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company. [36/2014] |
| (4B) Any shares in the holding company that are not disposed of in accordance with subsection (4)(b) may, subject to subsections (4C) and (6E), be held or continued to be held by the subsidiary. [36/2014] |
(4C) With respect to the shares referred to in subsection (4B) —| (a) | subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K apply with the necessary modifications, including the following modifications:| (i) | a reference to treasury shares is a reference to shares referred to in subsection (4B); | | (ii) | a reference to a company holding treasury shares is a reference to a subsidiary holding shares referred to in subsection (4B); | | (iii) | the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” is a reference to “as if they were already held by the subsidiary at the time they were allotted, in circumstances in which section 21(4) applied”; and |
| | (b) | the holding company must, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (4B), lodge with the Registrar a notice in the prescribed form. [36/2014] |
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| (5) Subject to subsection (2), subsections (1), (3), (4), (4B), (6A) and (6C) apply in relation to a nominee for a corporation which is a subsidiary as if references in those subsections to such a corporation included references to a nominee for it. [36/2014] |
| (6) This section does not operate to prevent the allotment of shares in a holding company to a subsidiary which already lawfully holds shares in the holding company if the allotment is made by way of capitalisation of reserves of the holding company and is made to all members of the holding company on a basis which is in direct proportion to the number of shares held by each member in the holding company. |
(6A) This section does not operate to prevent the transfer of shares in a holding company to a subsidiary by way of a distribution in specie, amalgamation or scheme of arrangement but —| (a) | subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof; and | | (b) | subject to subsections (6B) and (6C), the subsidiary must, within the period of 12 months or such longer period as the Court may allow after the transfer to the subsidiary of the shares in the holding company, dispose of all of the shares in the holding company. [36/2014] |
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| (6B) To avoid doubt, subsection (6A)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company. [36/2014] |
| (6C) Any shares in the holding company that are not disposed of in accordance with subsection (6A)(b) may, subject to subsections (6D) and (6E), be held or continued to be held by the subsidiary. [36/2014] |
(6D) With respect to the shares referred to in subsection (6C) —| (a) | subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K apply with the necessary modifications, including the following modifications:| (i) | a reference to treasury shares is a reference to shares referred to in subsection (6C); | | (ii) | a reference to a company holding treasury shares is a reference to a subsidiary holding shares referred to in subsection (6C); | | (iii) | the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” is a reference to “as if they were transferred to the subsidiary at the time they were allotted, in circumstances in which section 21(6A) applied”; and |
| | (b) | the holding company must, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (6C), lodge with the Registrar a notice in the prescribed form. [36/2014] |
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(6E) With respect to any share referred to in subsection (4B) or (6C) —| (a) | 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; | | (b) | 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 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 the shares in that class of the holding company at that time; | | (c) | where paragraph (a) or (b) is contravened, the holding company must dispose of or cancel the excess shares, or procure the disposal of the excess shares by its subsidiary, 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; | | (d) | where the subsidiary is a wholly‑owned subsidiary of the holding company, no dividend may be paid, and no other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C); and | | (e) | where the subsidiary is not a wholly‑owned subsidiary of the holding company, a dividend may be paid and other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C). [36/2014] |
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| (6F) In subsection (6E)(c), “excess shares” means such number of the shares, held by any subsidiary under subsection (4B) or (6C) or by the holding company as treasury shares at the time in question, as resulted in the limit referred to in subsection (6E)(a) or (b) being exceeded. [36/2014] |
(6G) In sections 7(9)(ca), 33(5A), 63A(1)(e), 74(1A), 76B(3E), 78, 81(4), 164A(1), 176(1A), 177(1), 179(8), 184(4)(b)(i), 201A(4)(b), 205B(6), 206(1)(b), 215(1), (1C), (1D) and (3A) and 232(1)(a)(i) —| (a) | a reference to “treasury shares” includes a reference to shares held by a subsidiary under subsection (4B) or (6C); and | | (b) | a reference to a company being registered as a member of itself or being a member of itself includes a reference to a subsidiary being registered as a member of its holding company. [36/2014; 40/2018] |
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| (7) Where but for this section a subsidiary would have been entitled to subscribe for shares in the holding company, the holding company may, on behalf of the subsidiary, sell the shares for which the subsidiary would otherwise have been entitled to subscribe. |
| (8) In relation to a holding company that is a company limited by guarantee, the reference in this section to shares is to be read as including a reference to the interest of its members as such, whatever the form of that interest. |
(9) For the purposes of this section, a company must inform the Registrar of the occurrence of any of the following events by lodging a notice in the prescribed form within 14 days after the date of occurrence:| (a) | where a shareholder of a company that is a corporation becomes a subsidiary of the company; | | (b) | where shares of the company are held by a subsidiary of the company and there is a change in the number of shares held by the subsidiary. [36/2014] |
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| Requirements as to constitution |
22.—(1) 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 —| (a) | the name of the company; | | (b) | if the company is a company limited by shares — that the liability of the members is limited; | | (c) | 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; | | (d) | if the company is an unlimited company — that the liability of the members is unlimited; | | (e) | 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; | | (f) | the full names, addresses and occupations of the subscribers to the constitution of the company; and | | (g) | 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] |
| (1AA) 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] |
| (1AB) If default is made by a company in complying with subsection (1AA), 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 $2,000 and also to a default penalty. [36/2014] |
(1A) On 30 January 2006, any provision (or part thereof) then subsisting in the constitution of any company which states —| (a) | the amount of share capital with which the company proposes to be or is registered; or | | (b) | 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] |
| (2) 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 being less than one) that the subscriber agrees to take. [36/2014] |
| (3) A statement in the constitution of a company limited by shares that the liability of members is limited means that the liability of the members is limited to the amount (if any) unpaid on the shares respectively held by them. [36/2014] |
| (4) 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. [36/2014] |
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| Capacity and powers of company |
23.—(1) Subject to the provisions of this Act and any other written law and its constitution, a company has —| (a) | full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and | | (b) | for the purposes of paragraph (a), full rights, powers and privileges. [36/2014] |
| (1A) A company may have the objects of the company included in its constitution. [36/2014] |
| (1B) The constitution of a company may contain a provision restricting its capacity, rights, powers or privileges. [36/2014] |
| (2) [Deleted by Act 17 of 2023 wef 01/07/2023] |
| (3) [Deleted by Act 17 of 2023 wef 01/07/2023] |
| (4) [Deleted by Act 17 of 2023 wef 01/07/2023] |
| (5) [Deleted by Act 17 of 2023 wef 01/07/2023] |
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| Power of company to provide for employees on cessation of business |
24.—(1) The powers of a company are, if they would not otherwise do so, deemed to include power to make provision, in connection with any cessation of the whole or any part of the business carried on by the company or any subsidiary of the company, for the benefit of persons employed or formerly employed by the company or its subsidiary.| (2) Subsection (1) relates only to the capacity of a company as a body corporate and does not affect any provision in a company’s constitution requiring any exercise of the power mentioned in that subsection to be approved by the company in general meeting or otherwise prescribing the manner in which that power is to be exercised. [36/2014] |
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25.—(1) No act or purported act of a company (including the entering into of an agreement by the company and including any act done on behalf of a company by an officer or agent of the company under any purported authority, whether express or implied, of the company) and no conveyance or transfer of property, whether real or personal, to or by a company is invalid by reason only of the fact that the company was without capacity or power to do such act or to execute or take such conveyance or transfer.(2) Any such lack of capacity or power may be asserted or relied upon only in —| (a) | proceedings against the company by any member of the company or, where the company has issued debentures secured by a floating charge over all or any of the company’s property, by the holder of any of those debentures or the trustee for the holders of those debentures to restrain the doing of any act or acts or the conveyance or transfer of any property to or by the company; | | (b) | any proceedings by the company or by any member of the company against the present or former officers of the company; or | | (c) | any application by the Minister to wind up the company. |
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| (3) If the unauthorised act, conveyance or transfer sought to be restrained in any proceedings under subsection (2)(a) is being or is to be performed or made pursuant to any contract to which the company is a party, the Court may, if all the parties to the contract are parties to the proceedings and if the Court considers it to be just and equitable, set aside and restrain the performance of the contract and may allow to the company or to the other parties to the contract (as the case requires) compensation for the loss or damage sustained by either of them which may result from the action of the Court in setting aside and restraining the performance of the contract but anticipated profits to be derived from the performance of the contract must not be awarded by the Court as a loss or damage sustained. |
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25A. Despite anything in the constitution of a company, a person is not affected by, or deemed to have notice or knowledge of the contents of, the constitution of, or any other document relating to, the company merely because —| (a) | the constitution or document is registered by the Registrar; or | | (b) | the constitution or document is available for inspection at the registered office of the company. [36/2014] |
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| Power of directors to bind company |
| 25B.—(1) In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company’s constitution. [36/2014] (2) For the purposes of subsection (1), a person dealing with a company —| (a) | is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so; and | | (b) | is presumed to have acted in good faith unless the contrary is proved. [36/2014] |
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(3) The references in subsection (1) or (2) to limitations on the directors’ powers under the company’s constitution include limitations deriving —| (a) | from a resolution of the company or of any class of shareholders; or | | (b) | from any agreement between the members of the company or of any class of shareholders. [36/2014] |
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| (4) This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an action that is beyond the powers of the directors; but no such proceedings lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company. [36/2014] |
| (5) This section does not affect any liability incurred by the directors, or any other person, by reason of the directors exceeding their powers. [36/2014] |
| (6) This section has effect subject to section 25C. [36/2014] |
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| Constitutional limitations: transactions with directors or their associates |
| 25C.—(1) This section applies to a transaction if or to the extent that its validity depends on section 25B. [36/2014] | (2) Nothing in this section is to be construed as excluding the operation of any other written law or rule of law by virtue of which the transaction may be called in question or any liability to the company may arise. [36/2014] |
(3) Where —| (a) | a company enters into such a transaction; and | | (b) | the parties to the transaction include —| (i) | a director of the company or of its holding company; or | | (ii) | a person connected with any such director, |
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| the transaction is voidable at the instance of the company. |
[36/2014] |
(4) Whether or not it is avoided, any such party to the transaction as is mentioned in subsection (3)(b)(i) or (ii), and any director of the company who authorised the transaction, is liable —| (a) | to account to the company for any gain the party or the director has made directly or indirectly by the transaction; and | | (b) | to indemnify the company for any loss or damage resulting from the transaction. [36/2014] |
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(5) The transaction ceases to be voidable if —| (a) | restitution of any money or other asset which was the subject matter of the transaction is no longer possible; | | (b) | the company is indemnified for any loss or damage resulting from the transaction; | | (c) | rights acquired bona fide for value and without actual notice of the directors exceeding their powers by a person who is not party to the transaction would be affected by the avoidance; or | | (d) | the transaction is affirmed by the company. [36/2014] |
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| (6) A person other than a director of the company is not liable under subsection (4) if the person shows that at the time the transaction was entered into the person did not know that the directors were exceeding their powers. [36/2014] |
| (7) Nothing in subsections (1) to (6) affects the rights of any party to the transaction not within subsection (3)(b)(i) or (ii); but the court may, on the application of the company or any such party, make an order affirming, severing or setting aside the transaction on such terms as appear to the court to be just. [36/2014] |
| (8) In this section, “transaction” includes any act. [36/2014] |
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| Persons connected with director in section 25C |
25D.—(1) For the purposes of section 25C, a reference to a person connected with a director means —| (a) | a member of the director’s family; | | (b) | a body corporate with which the director is connected within the meaning of subsection (2)(b); | | (c) | a person acting in the person’s capacity as trustee of a trust —| (i) | the beneficiaries of which include the director or a person who by virtue of paragraph (a) or (b) is connected with the director; or | | (ii) | 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; |
| | (d) | a person acting in the person’s capacity as partner —| (i) | of the director; or | | (ii) | of a person who, by virtue of paragraph (a), (b) or (c), is connected with that director; |
| | (e) | a firm that is a legal person under the law by which it is governed and in which —| (i) | the director is a partner; | | (ii) | a partner is a person who, by virtue of paragraph (a), (b) or (c), is connected with the director; or | | (iii) | 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 |
| | (f) | 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] |
(2) For the purposes of this section —| (a) | a member of a director’s family includes the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; | | (b) | a director is connected with a body corporate if, and only if, the director and the persons connected with the director together —| (i) | are interested in at least 20% of the share capital of that body corporate; or | | (ii) | 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; |
| | (c) | a reference in paragraph (b)(ii) to voting power the exercise of which is controlled by a director includes voting power whose exercise is controlled by a body corporate controlled by the director; | | (d) | to avoid circularity in the application of subsection (1) —| (i) | a body corporate with which a director is connected is not treated for the purposes of this subsection as connected with the director unless it is also connected with the director by virtue of subsection (1)(c) or (d); and | | (ii) | a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this subsection as connected with a director by reason only of that fact; and |
| | (e) | “body corporate” includes a body incorporated outside Singapore, but does not include —| (i) | a corporation sole; or | | (ii) | a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed. [36/2014] |
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| General provisions as to alteration of constitution |
| 26.—(1) Unless otherwise provided in this Act, the constitution of a company may be altered or added to by special resolution. [36/2014] | (1AA) Any alteration or addition made to the constitution under subsection (1) is, subject to this Act, deemed to form part of the original constitution on and from the date of the special resolution or such later date as is specified in the resolution. [36/2014] |
| (1AB) A special resolution adopting the whole or any part of the model constitution prescribed under section 36 for the description to which the company belongs may do so by reference to the title of the model constitution, or to the numbers of the particular regulations of the model constitution and need not set out the text of the whole or part of the model constitution to be adopted. [36/2014] |
| (1A) Subsection (1) is subject to section 26A and to any provision included in the constitution of a company in accordance with that section. [36/2014] |
| (1B) Despite subsection (1), a provision contained in the constitution of a company immediately before 1 April 2004 and which could not be altered under the provisions of this Act in force immediately before that date, may be altered only if all the members of the company agree. [36/2014] |
| (2) In addition to observing and subject to any other provision of this Act requiring the lodging with the Registrar of any resolution of a company or order of the Court or other document affecting the constitution of a company, the company must, within 14 days after the passing of any such resolution or the making of any such order, lodge with the Registrar a copy of such resolution or other document or a copy of such order together with (unless the Registrar dispenses therewith) a copy of the constitution as adopted or altered, as the case may be. [36/2014] |
| (2A) If default is made in complying with subsection (2), 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 $1,000 and also to a default penalty. [36/2014] |
| (3) The Registrar must register every resolution, order or other document lodged with the Registrar under this Act that affects the constitution of a company and, where an order is so registered, must issue to the company a notice of the registration of that order. [36/2014] |
| (4) [Deleted by Act 12 of 2002] |
| (5) Notice of the registration must be published in such manner (if any) as the Court or the Registrar directs. |
| (6) The Registrar must, where appropriate, issue a notice of incorporation in accordance with the alteration made to the constitution. [36/2014] |
| (7) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation in accordance with the alteration made to the constitution. [36/2014] |
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| Power to entrench provisions of constitution of company |
26A.—(1) An entrenching provision may —| (a) | be included in the constitution with which a company is formed; and | | (b) | at any time be inserted in the constitution of a company only if all the members of the company agree. [36/2014] |
| (2) An entrenching provision may be removed or altered only if all the members of the company agree. [36/2014] |
| (3) The provisions of this Act relating to the alteration of the constitution of a company are subject to any entrenching provision in the constitution of a company. [36/2014] |
(4) In this section, “entrenching provision” means a provision of the constitution of a company to the effect that other specified provisions of the constitution —| (a) | may not be altered in the manner provided by this Act; or | | (b) | may not be so altered except —| (i) | by a resolution passed by a specified majority greater than 75% (the minimum majority required by this Act for a special resolution); or | | (ii) | where other specified conditions are met. [36/2014] |
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27.—(1) Except with the Minister’s consent or as provided in subsection (1B), the Registrar must refuse to register a company under this Act under a name which, in the Registrar’s opinion —| (a) | is undesirable; | | (b) | is identical to the name of any other company, limited liability partnership, limited partnership or corporation or to any registered business name; | | (c) | is identical to a name reserved under subsection (12B), subsection (12B) as applied by section 357(2), or section 378(15), section 16 of the Business Names Registration Act 2014, section 23(4) of the Limited Liability Partnerships Act 2005, section 17(4) of the Limited Partnerships Act 2008, subsection (12B) as applied by section 21(8) of the VCC Act, or subsection (12B) as applied by section 133(2) of the VCC Act; or | | (d) | is a name of a kind that the Minister has directed the Registrar not to accept for registration. [36/2014; 15/2017; 44/2018] |
(1A) In addition to subsection (1), the Registrar must, on or after 3 January 2016, except with the Minister’s consent, refuse to register a company under a name, if —| (a) | it is identical to the name of a company that was dissolved —| (i) | unless, in a case where the company was dissolved following its winding up under the Insolvency, Restructuring and Dissolution Act 2018, a period of at least 2 years has passed after the date of dissolution; or | | (ii) | unless, in a case where the company was dissolved following its name being struck off the register under section 344 or 344A, a period of at least 6 years has passed after the date of dissolution; |
| | (b) | it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or had ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation; | | (c) | it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar under section 377(2), unless a period of at least 2 years has passed after the date of dissolution; | | (d) | it is identical to the name of a limited liability partnership that was dissolved —| (i) | unless, in a case where the limited liability partnership was dissolved following its winding up under section 39 of, and the Fifth Schedule to, the Limited Liability Partnerships Act 2005, a period of at least 2 years has passed after the date of dissolution; or | | (ii) | unless, in a case where the limited liability partnership was dissolved following its name being struck off the register under section 63 of the Limited Liability Partnerships Act 2005, a period of at least 6 years has passed after the date of dissolution; |
| | (e) | it is identical to the name of a limited partnership that was cancelled or dissolved —| (i) | unless, in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of cancellation; or | | (ii) | unless, in a case where notice was lodged with the Registrar of Limited Partnerships that the limited partnership was dissolved under section 19(2) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of dissolution; or |
| | (f) | it is identical to the name of a VCC that was dissolved —| (i) | unless, in a case where the VCC was dissolved following its winding up under Part 11 of the VCC Act, a period of at least 2 years has passed after the date of dissolution; or | | (ii) | unless, in a case where the VCC was dissolved following its name being struck off the register under section 344 or 344A of this Act as applied by section 130 of the VCC Act, a period of at least 6 years has passed after the date of dissolution. [36/2014; 40/2018; 44/2018] |
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(1B) Despite subsection (1), the Registrar may, on or after 3 January 2016, register a company under —| (a) | a name that is identical to the name of a foreign company registered under Division 2 of Part 11 —| (i) | in respect of which notice was lodged under section 377(1) that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and | | (ii) | the name of which was struck off the register under section 377(8), (9) or (10), if a period of at least 6 years has passed after the date the name was so struck off; or |
| | (b) | a name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) of the Limited Partnerships Act 2008 that the limited partnership ceased to carry on business in Singapore, if a period of at least one year has passed after the date of cessation. [36/2014] |
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(2) Despite anything in this section and section 28 (other than section 28(4)), where the Registrar is satisfied that the company has been registered (whether through inadvertence or otherwise and whether before, on or after 30 January 2006) by a name —| (a) | which is one that is not permitted to be registered under subsection (1)(a), (b) or (d); | | (aa) | which is one that is not permitted to be registered under subsection (1A) until the expiry of the relevant period mentioned in that subsection; | | (ab) | which is one that is permitted to be registered under subsection (1B) only after the expiry of the relevant period mentioned in that subsection; | | (b) | which so nearly resembles the name of any other company, or any corporation, limited liability partnership, limited partnership or registered business name, as to be likely to be mistaken for it; or | | (c) | the use of which has been restrained by an injunction granted under the Trade Marks Act 1998, |
| the Registrar may direct the firstmentioned company to change its name, and the company must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister. |
[36/2014] |
| (2A) Any person may apply, in writing, to the Registrar to give a direction to a company under subsection (2) on a ground referred to in that subsection; but the Registrar must not consider any application to give a direction to a company on the ground referred to in subsection (2)(b) unless the Registrar receives the application within 12 months from the date of incorporation of the company. |
| (2B) If the company fails to comply with subsection (2), the company and its officers 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. |
| (2C) [Deleted by Act 36 of 2014] |
| (2D) [Deleted by Act 36 of 2014] |
| (3) [Deleted by Act 36 of 2014] |
| (4) [Deleted by Act 36 of 2014] |
(5) An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:| (a) | in the case of the Registrar’s decision under subsection (2) — by the company aggrieved by the decision within 30 days after the decision; and | | (b) | in the case of the Registrar’s refusal to give a direction to a company under subsection (2) pursuant to an application under subsection (2A) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal. [36/2014] |
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| (5AA) The decision of the Minister on an appeal made under subsection (5) is final. [36/2014] |
| (5A) To avoid doubt, where the Registrar makes a decision under subsection (2) or the Minister makes a decision under subsection (5), he or she must accept as correct any decision of the Court to grant an injunction referred to in subsection (2)(c). |
| (6) The Minister must cause a direction given by him or her under subsection (1) to be published in the Gazette. |
| (7) Subject to section 29, a limited company must have either “Limited” or “Berhad” as part of and at the end of its name. |
| (8) A private company must have the word “Private” or “Sendirian” as part of its name, inserted immediately before the word “Limited” or “Berhad” or, in the case of an unlimited company, at the end of its name. |
(9) It is lawful to use and no description of a company is deemed inadequate or incorrect by reason of the use of —| (a) | the abbreviation “Pte.” in lieu of the word “Private” or the abbreviation “Sdn.” in lieu of the word “Sendirian” contained in the name of a company; | | (b) | the abbreviation “Ltd.” in lieu of the word “Limited” or the abbreviation “Bhd.” in lieu of the word “Berhad” contained in the name of a company; or | | (c) | any of such words in lieu of the corresponding abbreviation contained in the name of a company. |
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(10) A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as —| (a) | the name of an intended company; or | | (b) | the name to which a company proposes to change its name. [36/2014] |
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| (11) A company must not be registered under section 19(3) and the Registrar must not approve the change of name of a company under section 28(2) unless the name which it is proposed to be registered or the proposed new name (as the case may be) has been reserved under subsection (12). |
(12) The Registrar may approve an application made under subsection (10) only if the Registrar is satisfied that —| (a) | the application is made in good faith; and | | (b) | the name to be reserved is one in respect of which a company may be registered having regard to subsections (1), (1A) and (1B). [36/2014] |
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(12A) The Registrar must refuse to approve an application to reserve a name under subsection (10) as the name of an intended company if the Registrar is satisfied that —| (a) | the name is for a company that is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or | | (b) | it would be contrary to the national security or interest for the company to be registered. [36/2014] |
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(12B) Where an application for a reservation of a name is made under subsection (10), the Registrar must reserve the proposed name for a period starting at the time the Registrar receives the application and ending —| (a) | if the Registrar approves the application — 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or | | (b) | if the Registrar refuses to approve the application — on the date on which the Registrar notifies the applicant of the refusal. [36/2014] |
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(12C) A person aggrieved by a decision of the Registrar —| (a) | refusing to approve an application under subsection (10); or | | (b) | refusing an application under subsection (12B)(a) to extend the reservation period, |
| may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final. |
[36/2014] |
| (13) If, at any time during a period for which a name is reserved, application is made to the Registrar for an extension of that period and the Registrar is satisfied as to the bona fides of the application, the Registrar may extend that period for a further period of 60 days. [36/2014] |
| (14) [Deleted by Act 36 of 2014] |
| (15) The reservation of a name under this section in respect of an intended company or company does not in itself entitle the intended company or company to be registered by that name, either originally or upon change of name. [36/2014] |
| (16) In this section and section 28, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014. [36/2014] |
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| 28.—(1) A company may by special resolution resolve that its name should be changed to a name by which the company could be registered under section 27(1), (1A) or (1B). [36/2014] | (2) If the Registrar approves the name which the company has resolved should be its new name, the Registrar must register the company under the new name and issue to the company a notice of incorporation of the company under the new name and, upon the issue of such notice, the change of name becomes effective. |
(3) Despite anything in this section and section 27, if the name of a company is, whether through inadvertence or otherwise or whether originally or by a change of name —| (a) | a name that is not permitted to be registered under section 27(1)(a), (b) or (d); | | (b) | a name that is not permitted to be registered under section 27(1A) until the expiry of the relevant period mentioned in that section; | | (c) | a name that is permitted to be registered under section 27(1B) only after the expiry of the relevant period mentioned in that section; | | (d) | a name that so nearly resembles the name of another company, or a corporation, limited liability partnership, limited partnership or a registered business name of any person as to be likely to be mistaken for it; or | | (e) | a name the use of which has been restrained by an injunction granted under the Trade Marks Act 1998, |
| the company may by special resolution change its name to a name that is not referred to in paragraph (a), (b), (c), (d) or (e) and, if the Registrar so directs, must so change it within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister. |
[36/2014] |
| (3AA) The Registrar must not direct a change of name under subsection (3) on the ground that the name of the company could not be registered without contravention of section 27(1)(c). [36/2014] |
| (3A) Any person may apply in writing to the Registrar to give a direction to a company under subsection (3) on a ground referred to in that subsection; but the Registrar must not consider any application to give a direction to a company on the ground referred to in subsection (3)(d) unless the Registrar receives the application within 12 months from the date of change of name of the company. [36/2014] |
| (3B) If the company fails to comply with subsection (3), the company and its officers 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. |
| (3C) [Deleted by Act 36 of 2014] |
(3D) An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:| (a) | in the case of the Registrar’s decision under subsection (3) — by the company aggrieved by the decision within 30 days after the decision; | | (b) | in the case of the Registrar’s refusal to give a direction to a company under subsection (3) pursuant to an application under subsection (3A) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal. [36/2014] |
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| (3DA) The decision of the Minister on an appeal made under subsection (3D) is final. [36/2014] |
| (3E) To avoid doubt, where the Registrar makes a decision under subsection (3) or the Minister makes a decision under subsection (3DA), the Registrar or the Minister (as the case may be) must accept as correct any decision of the Court to grant an injunction referred to in subsection (3)(e). [36/2014] |
| (4) Where the name of a company incorporated pursuant to any corresponding previous written law has not been changed since 29 December 1967, the Registrar must not, except with the Minister’s approval, exercise the Registrar’s power under subsection (3) to direct the company to change its name. |
| (5) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company under the new name. [36/2014] |
| (6) A change of name pursuant to this Act 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 might have been continued or commenced by or against it by its former name may be continued or commenced by or against it by its new name. |
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| Omission of “Limited” or “Berhad” in names of limited companies, other than companies registered under Charities Act 1994 |
| 29.—(1) Where it is proved to the satisfaction of the Registrar that a proposed limited company is being formed for the purpose of providing recreation or amusement or promoting commerce, industry, art, science, religion, charity, pension or superannuation schemes or any other object useful to the community, that it has some basis of national or general public interest and that it is in a financial position to carry out the objects for which it is to be formed and will apply its profits (if any) or other income in promoting its objects and will prohibit the payment of any dividend to its members, the Registrar may (after requiring, if the Registrar thinks fit, the proposal to be advertised in such manner as the Registrar directs either generally or in a particular case) approve that it be registered as a company with limited liability without the addition of the word “Limited” or “Berhad” to its name, and the company may be registered accordingly. [36/2014] (2) Where it is proved to the Registrar’s satisfaction —| (a) | that the objects of a limited company are restricted to those specified in subsection (1) and to objects incidental or conducive thereto; | | (b) | that the company has some basis of national or general public interest; | | (c) | that the company is in a financial position to carry out the objects for which it was formed; and | | (d) | that by its constitution the company is required to apply its profits (if any) or other income in promoting its objects and is prohibited from paying any dividend to its members, |
| the Registrar may grant his or her approval to the company to change its name to a name which does not contain the word “Limited” or “Berhad”, being a name approved by the Registrar. |
[36/2014] |
| (3) The Registrar may grant his or her approval on such conditions as the Registrar thinks fit, and those conditions are binding on the company and must, if the Registrar so directs, be inserted in the constitution of the company and the constitution may by special resolution be altered to give effect to any such direction. [36/2014] |
| (4) Where the constitution of a company includes, as a result of a direction of the Registrar given pursuant to subsection (3) or pursuant to any corresponding previous written law, a provision that the constitution must not be altered except with the consent of the Minister, the company may, with the Minister’s consent, by special resolution alter any provision of the constitution. [36/2014] |
| (5) A company is, while an approval granted under this section to it is in force, exempted from complying with the provisions of this Act relating to the use of the word “Limited” or “Berhad” as any part of its name. |
| (6) Any approval granted under this section may at any time be revoked by the Registrar and, upon revocation, the Registrar must enter the word “Limited” or “Berhad” at the end of the name of the company in the register, and the company must thereupon cease to enjoy the exemption granted by reason of the approval under this section but before the approval is so revoked the Registrar must give to the company written notice of the Registrar’s intention and must afford it an opportunity to be heard. [36/2014] |
| (6A) If the Registrar is of the opinion that a company has ceased to satisfy the conditions of approval granted under subsection (1) or (2), the Registrar may revoke the approval. [36/2014] |
| (7) Where the approval of the Registrar under this section is revoked, the constitution of the company may be altered by special resolution so as to remove any provision in or to the effect that the constitution may be altered only with the consent of the Minister. [36/2014] |
| (8) Notice of any approval under this section must be given by the Registrar to the company or, in the case of a proposed limited company, to the applicant for the approval. [36/2014] |
(8A) An appeal to the Minister against a decision of the Registrar under subsection (1) or (2) may be made by the following persons within the following times:| (a) | in the case of a decision made by the Registrar under subsection (1) — by the promoter of the proposed limited company within 30 days after the notice is given by the Registrar under subsection (8); | | (b) | in the case of a decision made by the Registrar under subsection (2) — by the company within 30 days after the notice is given by the Registrar under subsection (8). [36/2014] |
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| (9) Upon the application of the company or proposed limited company and payment of the prescribed fee, the Registrar must issue to the company or proposed limited company a certificate confirming the approval under this section. |
| (10) This section does not apply to a limited company that is registered as a charity under the Charities Act 1994. [36/2014] |
(11) Any approval of the Minister and any condition of the Minister’s approval that was in force immediately before 3 January 2016 for a company —| (a) | to be registered without the word “Limited” or “Berhad” to its name; or | | (b) | to change its name to one which does not contain the word “Limited” or “Berhad”, |
| is on or after that date to be treated as the approval of the Registrar and condition of the Registrar’s approval. |
[36/2014] |
| (12) Any reference to the Minister’s approval in any condition of approval that was in force immediately before 3 January 2016 that was inserted in the constitution of a company pursuant to a direction of the Minister under section 29(3) in force immediately before that date is, on or after that date, to be read as a reference to the Registrar. [36/2014] |
| (13) A reference to a direction of the Minister in subsections (3) and (4) in force immediately before 3 January 2016 is, on or after that date, to be read as a direction of the Registrar. [36/2014] |
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| Omission of “Limited” or “Berhad” in names of companies registered under Charities Act 1994 |
| 29A.—(1) Despite section 28(1) and (2) but subject to section 28(3) to (6), a limited company registered as a charity under the Charities Act 1994 (called in this section a charitable company) may change its name to omit the word “Limited” or “Berhad” from its name. [36/2014] (2) A charitable company that proposes to change its name to omit the word “Limited” or “Berhad” from its name must —| (a) | alter its constitution to reflect the change of name; and | | (b) | file the prescribed form with the Registrar, together with a copy of the special resolution authorising the change of name. [36/2014] |
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(3) Upon receipt of the prescribed form mentioned in subsection (2)(b), the Registrar must —| (a) | register the name of the charitable company with the omission of the word “Limited” or “Berhad” from its name; and | | (b) | issue to the company a notice of incorporation of the company under the new name. [36/2014] |
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(4) Upon issue of the notice under subsection (3)(b) —| (a) | the change of name becomes effective; and | | (b) | the charitable company is exempted from the provisions of this Act relating to the use of the word “Limited” or “Berhad” as part of the name. [36/2014] |
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| (5) If the Registrar is satisfied that a charitable company that is registered with the omission of the word “Limited” or “Berhad” from its name under this section has ceased to be a charitable company, the Registrar must enter the word “Limited” or “Berhad” at the end of the name of the company and upon notice of that fact being given to the company, the exemption under subsection (4)(b) ceases. [36/2014] |
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| Registration of unlimited company as limited company, etc. |
30.—(1) Subject to this section —| (a) | an unlimited company may convert to a limited company if it was not previously a limited company that became an unlimited company pursuant to paragraph (b); and | | (b) | a limited company may convert to an unlimited company if it was not previously an unlimited company that became a limited company pursuant to paragraph (a) or any corresponding previous written law. |
(2) Where a company applies to the Registrar for a change of status as provided by subsection (1) and, subject to section 33(8) and (9) as applied by subsection (7), lodges with the application the prescribed documents relating to the application, the Registrar must, upon registration of such prescribed documents so lodged as are registrable under this Act, issue to the company a notice of incorporation —| (a) | appropriate to the change of status applied for; and | | (b) | specifying, in addition to the particulars prescribed in respect of a notice of incorporation of a company of that status, that the notice is issued pursuant to this section, |
| and, upon the issue of such a notice of incorporation, the company is deemed to be a company having the status specified therein. |
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| (3) Where the status of a company is changed pursuant to this section, notice of the change of status must be published in such manner (if any) as the Registrar may direct. |
| (3A) Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company with the new status. [36/2014] |
(4) In subsection (2), “prescribed documents”, in relation to an application mentioned in that subsection, means —| (a) | a copy of a special resolution of the company —| (i) | resolving to change the status of the company and specifying the status sought; | | (ii) | making such alterations to the constitution of the company as are necessary to bring the constitution into conformity with the requirements of this Act relating to the constitution of a company of the status sought; and | | (iii) | [Deleted by Act 36 of 2014] | | (iv) | [Deleted by Act 36 of 2014] | | (v) | changing the name of the company to a name by which it could be registered if it were a company of the status sought; |
| | (b) | where, by a special resolution mentioned in paragraph (a), the constitution of the company is altered or added to — a copy of the constitution as altered; and | | (c) | in the case of an application by a limited company to convert to an unlimited company —| (i) | the prescribed form of assent to the application subscribed by or on behalf of all the members of the company; and | | (ii) | a declaration by or on behalf of a director or the secretary of the company, or a registered qualified individual authorised by the company, verifying that the persons by whom or on whose behalf such a form of assent is subscribed constitute the whole membership of the company and, if a member has not subscribed the form himself or herself, that the director, secretary or registered qualified individual making the declaration has taken all reasonable steps to satisfy himself or herself that each person who subscribed the form was lawfully empowered to do so. [36/2014] |
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| (5) Section 26(2) to (6) does not apply to or in relation to an application under this section or to any prescribed documents in relation to the application. |
| (6) A special resolution passed for the purposes of an application under this section takes effect only upon the issue under this section of a notice of incorporation of the company to which the resolution relates. |
| (7) With such modifications as may be necessary, section 33 (except subsection (1)) applies to and in respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special resolution relating to a change of status as if it were a special resolution under that section. |
(8) A change in the status of a company pursuant to this section does not operate —| (a) | to create a new legal entity; | | (b) | to prejudice or affect the identity of the body corporate constituted by the company or its continuity as a body corporate; | | (c) | to affect the property, or the rights or obligations, of the company; or | | (d) | to 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 change in its status may, despite the change in its status, be continued or commenced by or against it after the change in its status. |
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| Change from public to private company |
31.—(1) A public company having a share capital may convert to a private company by lodging with the Registrar —| (a) | a copy of a special resolution —| (i) | determining to convert to a private company and specifying an appropriate alteration to its name; and | | (ii) | altering the provisions of its constitution so far as is necessary to impose the restrictions and limitations referred to in section 18(1); |
| | (b) | a list of persons holding shares in the company in the prescribed form; and | | (c) | such other information relating to the company or its members and officers as may be prescribed. [36/2014] |
| Change from private to public company |
(2) A private company may, subject to its constitution, convert to a public company by lodging with the Registrar —| (a) | a copy of a special resolution determining to convert to a public company and specifying an appropriate alteration to its name; | | (b) | a statement in lieu of prospectus; and | | (c) | 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] |
| (3) 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). |
| (3A) 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] |
| (4) 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 it after the conversion. |
| (5) Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company with the new status. [36/2014] |
|
| Default in complying with requirements as to private companies |
32.—(1) [Deleted by Act 5 of 2004](2) Where —| (a) | 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; | | (b) | [Deleted by Act 5 of 2004] | | (c) | 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 | | (d) | 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] |
(3) Where, under this section, the Court or the Registrar determines that a company has ceased to be a private company —| (a) | 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; | | (b) | 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 | | (c) | the company must, within a period of 14 days after the date of the order or the notice, lodge with the Registrar —| (i) | a statement in lieu of prospectus; and | | (ii) | a declaration in the prescribed form verifying that section 61(2)(b) has been complied with. |
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| (4) 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. |
| (5) 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] |
| (6) 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. |
| (7) [Deleted by Act 5 of 2004] |
| (8) 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] |
|
| Alterations of objects in constitution |
| 33.—(1) Subject to this section, a company may by special resolution alter the provisions of its constitution with respect to the objects of the company, if any. [36/2014] | (2) Where a company proposes to alter its constitution, with respect to the objects of the company, it must give 21 days’ written notice by post or by electronic communications in accordance with section 387A or 387C, specifying the intention to propose the resolution as a special resolution and to submit it for passing at a meeting of the company to be held on a day specified in the notice. [36/2014] |
| (3) The notice must be given to all members, and to all trustees for debenture holders and, if there are no trustees for any class of debenture holders, to all debenture holders of that class whose names are, at the time of the posting of the notice, known to the company. |
| (4) The Court may in the case of any person or class of persons for such reasons as to it seem sufficient dispense with the notice required by subsection (2). |
(5) If an application for the cancellation of an alteration is made to the Court in accordance with this section by —| (a) | the holders of not less in the aggregate than 5% of the total number of issued shares of the company or any class of those shares or, if the company is not limited by shares, not less than 5% of the company’s members; or | | (b) | the holders of not less than 5% in nominal value of the company’s debentures, |
| the alteration does not have effect except so far as it is confirmed by the Court. |
|
| (5A) For the purposes of subsection (5), any of the company’s issued shares held as treasury shares is to be disregarded. [36/2014] |
| (6) The application must be made within 21 days after the date on which the resolution altering the company’s objects was passed, and may be made on behalf of the persons entitled to make the application by such one or more of their number as they appoint in writing for the purpose. |
(7) On the application, the Court —| (a) | must have regard to the rights and interests of the members of the company or of any class of them as well as to the rights and interests of the creditors; | | (b) | may if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase (otherwise than by the company) of the interests of dissentient members; | | (c) | may give such directions and make such orders as it thinks expedient for facilitating or carrying into effect any such arrangement; and | | (d) | may make an order cancelling the alteration or confirming the alteration either wholly or in part and on such terms and conditions as it thinks fit. |
|
| (8) Despite any other provision of this Act, a copy of a resolution altering the objects of a company must not be lodged with the Registrar before the expiration of 21 days after the passing of the resolution, or if any application to the Court has been made, before the application has been determined by the Court, whichever is the later. |
| (9) A copy of the resolution must be lodged with the Registrar by the company within 14 days after the expiration of the 21 days mentioned in subsection (8), but if an application has been made to the Court in accordance with this section, the copy must be lodged with the Registrar together with a copy of the order of the Court within 14 days after the application has been determined by the Court. |
| (10) On compliance by a company with subsection (9), the alteration (if any) of the objects takes effect. |
| (11) To avoid doubt, a reference in this section to the alteration of any provision of the constitution of a company or the alteration of the objects of a company includes the removal of that provision or of all or any of those objects. [36/2014] |
|
| Alteration of constitution by company pursuant to repeal and re‑enactment of sections 10 and 14 of Residential Property Act 1976 |
| 34.—(1) Where the constitution of a company contains any of the provisions referred to in section 10(1) of the Residential Property Act 1976 in force immediately before 31 March 2006, the company may, by special resolution, amend its constitution to remove that provision. [36/2014] (2) Where the constitution of a company contains a provision to the effect that its constitution must not be altered to remove any of the provisions referred to in section 10(1) of the Residential Property Act 1976 in force immediately before 31 March 2006 except in accordance with the requirements of that Act —| (a) | that provision ceases to have effect as from that date; and | | (b) | the company may, by special resolution, amend its constitution to remove that provision. [36/2014] |
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| 35.—(1) Subject to this section, a company’s constitution must contain the regulations for the company. [36/2014] | (2) Subsection (1) does not apply to a company limited by shares that was incorporated before 3 January 2016. [36/2014] |
| (3) Despite subsection (2), where immediately before 3 January 2016, regulations were in force for a company, whether the regulations were prescribed in the company’s registered articles, or were applicable in lieu of or in addition to the company’s registered articles by virtue of section 36(2) in force before that date, such regulations are deemed to be the regulations for the company contained in the company’s constitution for the purposes of subsection (1) until such time as the constitution of the company is amended to replace or amend those regulations. [36/2014] |
|
36.—(1) The Minister may prescribe model constitutions for —| (a) | private companies; and | | (b) | companies limited by guarantee, |
| (called in this section and section 37 specified companies). |
[36/2014] | (2) Different model constitutions may be prescribed for different descriptions of specified companies. [36/2014] |
|
| Adoption of model constitution |
| 37.—(1) A specified company may adopt as its constitution the whole or any part of the model constitution prescribed under section 36(1) for the type of company to which it belongs. [36/2014] | (2) A specified company may in its constitution adopt the whole model constitution for the type of company to which it belongs by reference to the title of the model constitution. [36/2014] |
(3) Where a specified company adopts the whole model constitution for the type of company to which it belongs, the specified company may choose —| (a) | to adopt the model constitution as in force at the time of adoption; or | | (b) | to adopt the model constitution as may be in force from time to time, in which case the model constitution for the type of company to which the specified company belongs that is for the time being in force is, so far as applicable, the constitution for that specified company. [36/2014] |
|
(4) A copy of the constitution of a specified company must be submitted to the Registrar, in accordance with section 19(1), where the specified company —| (a) | adopts only part of the model constitution for the type of company to which it belongs; | | (b) | includes provisions additional to those in the model constitution; or | | (c) | includes object clauses as part of its constitution. [36/2014] |
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| As to constitution of companies limited by guarantee |
| 38.—(1) 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] | (2) 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] |
|
| 39.—(1) 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] | (2) 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 |
| (3) 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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| 40.—(1) A company must, on being so required by any member, send to the member a copy of the constitution (if any) subject to payment of $5 or such lesser sum as is fixed by the directors. [36/2014] (2) Where an alteration is made in the constitution of a company, a copy of the constitution must not be issued by the company after the date of alteration unless —| (a) | the copy is in accordance with the alteration; or | | (b) | a copy of the order or resolution making the alteration is annexed to the copy of the constitution and the particular clauses affected are indicated. [36/2014] [Act 17 of 2023 wef 01/07/2023] |
|
| (3) [Omitted in 2006 Revised Edition] |
| (4) 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. |
|
| Ratification by company of contracts made before incorporation |
41.—(1) Any contract or other transaction purporting to be entered into by a company prior to its formation or by any person on behalf of a company prior to its formation may be ratified by the company after its formation and thereupon the company becomes bound by and entitled to the benefit thereof as if it had been in existence at the date of the contract or other transaction and had been a party thereto.| (2) Prior to ratification by the company the person or persons who purported to act in the name or on behalf of the company are, in the absence of express agreement to the contrary, personally bound by the contract or other transaction and entitled to the benefit thereof. |
(3) Contracts on behalf of a corporation may be made as follows:| (a) | a contract which if made between private persons would by law be required to be in writing under seal may be made on behalf of the corporation in writing under the common seal of the corporation; | | (b) | a contract which if made between private persons would by law be required to be in writing signed by the parties to be charged therewith may be made on behalf of the corporation in writing signed by any person acting under its authority, express or implied; | | (c) | a contract which if made between private persons would by law be valid although made by parol only (and not reduced into writing) may be made by parol on behalf of the corporation by any person acting under its authority, express or implied, |
| and any contract so made is effectual in law and binds the corporation and its successors and all other parties thereto and may be varied or discharged in the manner in which it is authorised to be made. |
|
| Authentication of documents |
| (4) A document or proceeding requiring authentication by a corporation may be signed by an authorised officer of the corporation and need not be under its common seal. |
| (5) A corporation may by writing under its common seal empower any person, either generally or in respect of any specified matters, as its agent or attorney to execute deeds on its behalf and a deed signed by such an agent or attorney on behalf of the corporation and under his or her seal, or, subject to subsection (7), under the appropriate official seal of the corporation binds the corporation and has the same effect as if it were under its common seal. |
| (6) The authority of any such agent or attorney continues, as between the corporation and any person dealing with him or her, during the period (if any) mentioned in the instrument conferring the authority, or if no period is therein mentioned then until notice of the revocation or determination of his or her authority has been given to the person dealing with him or her. |
| Official seal for use abroad |
| (7) A corporation whose objects require or comprise the transaction of business outside Singapore may, if authorised by its constitution, have for use in any place outside Singapore an official seal, which must be a facsimile of the common seal of the corporation with the addition on its face of the name of the place where it is to be used and the person affixing any such official seal must, in writing under his or her hand, certify on the instrument to which it is affixed the date on which and the place at which it is affixed. [36/2014] |
| Authority of agent of a corporation need not be under seal, unless seal required by law of foreign state |
| (8) The fact that a power of attorney or document of authorisation given to or in favour of the donee of the power or agent of a corporation is not under seal does not, if such power of attorney or document of authorisation is valid as a power of attorney or document of authorisation in accordance with the laws of the country under which such corporation is incorporated, affect for any purpose intended to be effected in Singapore the validity or effect of any instrument under seal executed on behalf of that corporation by such donee of the power or agent, which is for all such purposes whatsoever as valid as if such authority had been under seal. |
| Retrospective application |
| (9) Subsection (8) also applies to every instrument under seal executed before 15 May 1987 on behalf of any corporation by a donee of a power or an agent of that corporation whose authority was not under seal. |
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| 41A.—(1) A company may have a common seal but need not have one. [15/2017] | (2) Sections 41B and 41C apply whether a company has a common seal or not. [15/2017] |
|
| Execution of deeds by company |
41B.—(1) A company may execute a document described or expressed as a deed without affixing a common seal onto the document by signature —| (a) | on behalf of the company by a director of the company and a secretary of the company; | | (b) | on behalf of the company by at least 2 directors of the company; or | | (c) | on behalf of the company by a director of the company in the presence of a witness who attests the signature. [15/2017] |
| (2) A document mentioned in subsection (1) that is signed on behalf of the company in accordance with that subsection has the same effect as if the document were executed under the common seal of the company. [15/2017] |
| (3) Where a document is to be signed by a person on behalf of more than one company, the document is not considered to be signed by that person for the purposes of subsection (1) or (2) unless the person signs the document separately in each capacity. [15/2017] |
| (4) This section applies in the case of a document mentioned in subsection (1) that is executed by the company in the name or on behalf of another person, whether or not that person is also a company. [15/2017] |
|
| 41C. Where any written law or rule of law requires any document to be under or executed under the common seal of a company, or provides for certain consequences if it is not, a document satisfies that written law or rule of law if the document is signed in the manner set out in section 41B(1)(a), (b) or (c) and (3). [15/2017] |
| 42. [Repealed by Act 5 of 2004] |
| Company or foreign company with a charitable purpose which contravenes Charities Act 1994 or regulations made thereunder may be wound up or struck off register |
42A.—(1) This section applies to a company or a foreign company —| (a) | that is registered under the Charities Act 1994; or | | (b) | that has as its sole object or one of its principal objects a charitable purpose connected with persons, events or objects outside Singapore. |
| (2) A company or foreign company to which this section applies that is convicted of an offence under the Charities Act 1994 or any regulations made thereunder is deemed to be a company or foreign company (as the case may be) that is being used for purposes prejudicial to public welfare and may be liable, in the case of a company, to be wound up by the Court under section 125(1)(n) of the Insolvency, Restructuring and Dissolution Act 2018 or, in the case of a foreign company, to have its name struck off the register by the Registrar under section 377(8). [40/2018] |
| (3) In this section, “charitable purpose” means any charitable purpose or object or any other religious, public or social purpose or object, whether or not charitable under the law of Singapore. |
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