Companies Act 1967
Table of Contents
Long Title
Part 1 PRELIMINARY
1 Short title
2 Division into Parts
3 Repeals
4 Interpretation
5 Definition of subsidiary and holding company
5A Definition of ultimate holding company
5B Definition of wholly owned subsidiary
6 When corporations deemed to be related to each other
7 Interests in shares
7A Solvency statement and offence for making false statement
Part 2 ADMINISTRATION OF THIS ACT
8 Administration of Act and appointment of Registrar of Companies, etc.
8A Inspection of books of corporation
8B Power of Magistrate to issue warrant to seize books
8C Copies of or extracts from books to be admitted in evidence
8D Destruction, mutilation, etc., of company documents
8E Saving for advocates and solicitors
8F Investigation of certain matters
8G Saving for banks, insurance companies and certain financial institutions
8H Security of information
9 (Repealed)
10 Company auditors
11 (Repealed)
12 Registers
12A Electronic transaction system
12B Rectification by Court
12C Rectification by Registrar on application
12D Rectification or updating on Registrar’s initiative
13 Enforcement of duty to make returns
14 Relodging of lost registered documents
15 Size, durability and legibility of documents delivered to Registrar
16 (Repealed)
16A (Repealed)
Part 3 CONSTITUTION OF COMPANIES
17 Formation of companies
18 Private company
19 Registration and incorporation
20 Power to refuse registration
20A Minimum of one member
21 Membership of holding company
22 Requirements as to constitution
23 Capacity and powers of company
24 Power of company to provide for employees on cessation of business
25 Ultra vires transactions
25A No constructive notice
25B Power of directors to bind company
25C Constitutional limitations: transactions with directors or their associates
25D Persons connected with director in section 25C
26 General provisions as to alteration of constitution
26A Power to entrench provisions of constitution of company
27 Names of companies
28 Change of name
29 Omission of "Limited" or "Berhad" in names of limited companies, other than companies registered under Charities Act 1994
29A Omission of "Limited" or "Berhad" in names of companies registered under Charities Act 1994
30 Registration of unlimited company as limited company, etc.
31 Change from public to private company
32 Default in complying with requirements as to private companies
33 Alterations of objects in constitution
34 Alteration of constitution by company pursuant to repeal and re‑enactment of sections 10 and 14 of Residential Property Act 1976
35 Regulations for company
36 Model constitution
37 Adoption of model constitution
38 As to constitution of companies limited by guarantee
39 Effect of constitution
40 Copies of constitution
41 Ratification by company of contracts made before incorporation
41A Common seal
41B Execution of deeds by company
41C Alternative to sealing
42 (Repealed)
42A 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
Part 4 SHARES, DEBENTURES AND CHARGES
43 (Repealed)
44 (Repealed)
45 (Repealed)
45A (Repealed)
46 (Repealed)
47 (Repealed)
48 (Repealed)
49 (Repealed)
50 (Repealed)
50A (Repealed)
51 (Repealed)
52 (Repealed)
53 (Repealed)
54 (Repealed)
55 (Repealed)
55A (Repealed)
55B (Repealed)
56 (Repealed)
57 (Repealed)
58 (Repealed)
59 Restriction on allotment in certain cases
60 Requirements as to statements in lieu of prospectus
61 Restrictions on commencement of business in certain circumstances
62 Restriction on varying contracts referred to in prospectus, etc.
62A No par value shares
62B Transitional provisions for section 62A
63 Return as to allotments by private companies
63A Return as to allotments by public companies
63B Lodgment of documents in relation to allotment
63C Notice of increase in total amount paid up on shares
64 Rights and powers attaching shares
64A Issue of shares with different voting rights by public company
65 Differences in calls and payments, etc.
66 Share warrants
67 Use of share capital to pay expenses incurred in issue of new shares
68 Issue of shares for no consideration
69 (Repealed)
69A (Repealed)
69B (Repealed)
69C (Repealed)
69D (Repealed)
69E (Repealed)
69F (Repealed)
70 Redeemable preference shares
71 Power of company to alter its share capital
72 Validation of shares improperly issued
73 Redenomination of shares
73A Effect of redenomination
73B Notice of redenomination
74 Rights of holders of classes of shares
74A Conversion of shares
75 Rights of holders of preference shares to be set out in constitution
76 Company financing dealings in its shares, etc.
76A Consequences of company financing dealings in its shares, etc.
76B Company may acquire its own shares
76C Authority for off‑market acquisition on equal access scheme
76D Authority for selective off‑market acquisition
76DA Contingent purchase contract
76E Authority for market acquisition
76F Payments to be made only if company is solvent
76G Reduction of capital or profits or both on cancellation of repurchased shares
76H Treasury shares
76I Treasury shares: maximum holdings
76J Treasury shares: voting and other rights
76K Treasury shares: disposal and cancellation
77 Options over unissued shares
78 Power of company to pay interest out of capital in certain cases
78A Preliminary
78B Reduction of share capital by private company
78C Reduction of share capital by public company
78D Creditor’s right to object to company’s reduction
78E Position at end of period for creditor objections
78F Power of Court where creditor objection made
78G Reduction by special resolution subject to Court approval
78H Creditor protection
78I Court order approving reduction
78J Offences for making groundless or false statements
78K Liability of members on reduced shares
79 Application and interpretation of Division
80 Persons obliged to comply with Division
81 Substantial shareholdings and substantial shareholders
82 Substantial shareholder to notify company of interests
83 Substantial shareholder to notify company of change in interests
84 Person who ceases to be substantial shareholder to notify company
85 References to operation of section 7
86 Persons holding shares as trustees
87 Registrar may extend time for giving notice under this Division
88 Company to keep register of substantial shareholders
89 Offences against certain sections
90 Defence to prosecutions
91 Powers of Court with respect to defaulting substantial shareholders
92 (Repealed)
93 Register of debenture holders and copies of trust deed
94 Specific performance of contracts
95 Perpetual debentures
96 Reissue of redeemed debentures
97 (Repealed)
98 (Repealed)
99 (Repealed)
100 Power of Court in relation to certain irredeemable debentures
101 (Repealed)
102 (Repealed)
103 (Repealed)
104 (Repealed)
105 (Repealed)
106 (Repealed)
106A (Repealed)
106B (Repealed)
106C (Repealed)
106D (Repealed)
106E (Repealed)
106F (Repealed)
106G (Repealed)
106H (Repealed)
106I (Repealed)
106J (Repealed)
106K (Repealed)
106L (Repealed)
107 (Repealed)
108 (Repealed)
109 (Repealed)
110 (Repealed)
111 (Repealed)
112 (Repealed)
113 (Repealed)
113A (Repealed)
114 (Repealed)
115 (Repealed)
116 (Repealed)
117 (Repealed)
118 (Repealed)
119 (Repealed)
120 (Repealed)
121 Nature of shares
122 Numbering of shares
123 Certificate to be evidence of title
124 Company may have duplicate common seal
125 Loss or destruction of certificates
126 Transfer of shares in private companies
127 Transfer of debentures in private companies
128 Registration of transfer at request of transferor by private companies
128A (Repealed)
129 Notice of refusal to register transfer by private companies
130 Transfer of shares and debentures in public companies
130AA Registration of transfer at request of transferor by public companies
130AB Notice of refusal to register transfer by public companies
130AC Transfer by personal representative
130AD Certification of prima facie title
130AE Duties of company with respect to issue of certificates and default in issue of certificates
130A (Repealed)
130B (Repealed)
130C (Repealed)
130CA (Repealed)
130D (Repealed)
130E (Repealed)
130F (Repealed)
130G (Repealed)
130H (Repealed)
130I (Repealed)
130J (Repealed)
130K (Repealed)
130L (Repealed)
130M (Repealed)
130N (Repealed)
130O (Repealed)
130P (Repealed)
131 Registration of charges
132 Duty to register charges
133 Duty of company to register charges existing on property acquired
134 Register of charges to be kept by Registrar
135 Endorsement of certificate of registration on debentures
136 Entries of satisfaction and release of property from charge
137 Extension of time and rectification of register of charges
138 Company to keep copies of charging instruments and register of charges
139 Documents made out of Singapore
140 Charges, etc., created before 29 December 1967
141 Application of Division
Part 5 MANAGEMENT AND ADMINISTRATION
142 Registered office of company
143 Office hours
144 Publication of name and registration number
145 Directors
146 Restrictions on appointment or advertisement of director
147 Qualification of director
148 Restriction on undischarged bankrupt
149 Disqualification of unfit directors of insolvent companies
149A Disqualification of directors of companies wound up on grounds of national security or interest
149B Appointment of directors by ordinary resolution
150 Appointment of directors to be voted on individually
151 Validity of acts of directors and officers
152 Removal of directors
153 (Repealed)
154 Disqualification to act as director on conviction of certain offences
155 Disqualification for persistent default in relation to delivery of documents to Registrar
155A Disqualification for being director in not less than 3 companies which were struck off within 5‑year period
155B Debarment for default of relevant requirement of this Act
155C Disqualification under Limited Liability Partnerships Act 2005
155D Disqualification under VCC Act
155E Debarment under VCC Act
156 Disclosure of interests in transactions, property, offices, etc.
157 As to the duty and liability of officers
157A Powers of directors
157B Director declarations where company has one director
157C Use of information and advice
158 Disclosure of company information by certain directors
159 Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council
160 Approval of company required for disposal by directors of company’s undertaking or property
160A (Repealed)
160B (Repealed)
160C (Repealed)
160D (Repealed)
161 Approval of company required for issue of shares by directors
162 Loans and quasi‑loans to directors, credit transactions and related arrangements
163 Approval of company required for loans and quasi‑loans to, and credit transactions for benefit of, persons connected with directors of lending company, etc.
163A Exception for expenditure on defending proceedings, etc.
163B Exception for expenditure in connection with regulatory action or investigation
164 Register of director’s and chief executive officer’s shareholdings
164A Power to require disclosure of directors’ emoluments
165 General duty to make disclosure
166 (Repealed)
167 (Repealed)
168 Payments to director for loss of office, etc.
169 Provision and improvement of director’s emoluments
170 (Repealed)
171 Secretary
172 Provision protecting officers from liability
172A Provision of insurance
172B Third party indemnity
173 Registers of directors, chief executive officers, secretaries and auditors
173A Duty of company to provide information on directors, chief executive officers, secretaries and auditors
173B Duty of directors, chief executive officers, secretaries and auditors to provide information to company
173C Duty of company to keep consents of directors and secretaries
173D Saving and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors
173E Self‑notification in certain circumstances
173F Amendment of register by Registrar
173G Provision and use of residential address
173H Penalty for breach under sections 173, 173A, 173B, 173C and 173G
173I Transitional provisions for old registers of directors, managers, secretaries and auditors
173J Arrangements for meetings
174 Statutory meeting and statutory report
175 Annual general meeting
175A When private company need not hold annual general meeting
176 Convening of extraordinary general meeting on requisition
177 Calling of meetings
178 Right to demand a poll
179 Quorum, chairperson, voting, etc., at meetings
180 As to member’s rights at meetings
181 Proxies
182 Power of Court to order meeting
183 Circulation of members’ resolutions, etc.
184 Special resolutions
184A Passing of resolutions by written means
184B Requirements for passing of resolutions by written means
184C Where directors seek agreement to resolution by written means
184D Members may require general meeting for resolution
184DA Period for agreeing to written resolution
184E Company’s duty to notify members that resolution passed by written means
184F Recording of resolutions passed by written means
184G Resolutions of one member companies
185 Resolution requiring special notice
186 Registration and copies of certain resolutions
187 Resolutions at adjourned meetings
188 Minutes of proceedings
189 Inspection of minute books
189A Application and interpretation of Division
190 Register and index of members of public companies
191 Where register to be kept
192 Inspection and closing of register
193 Consequences of default by agent
194 Power of Court to rectify register
195 Limitation of liability of trustee, etc., registered as holder of shares
196 Branch registers
196A Electronic register of members
196B Information to be provided by pre‑existing private companies
196C Application of sections 194 and 195
196D Maintenance of old register of members
197 Annual return by companies
198 Financial year of company
Part 6 FINANCIAL STATEMENTS AND AUDIT
199 Accounting records and systems of control
200 (Repealed)
200A (Repealed)
201 Financial statements and consolidated financial statements
201A Certain dormant companies exempted from duty to prepare financial statements
201AA Retention of documents laid before company at annual general meeting
201B Audit committees
201C When directors need not lay financial statements before company
202 Relief from requirements as to form and content of financial statements and directors’ statement
202A Voluntary revision of defective financial statements, or consolidated financial statements or balance sheet
202B Registrar’s application to Court in respect of defective financial statements, or consolidated financial statements and balance sheet
203 Members of company entitled to financial statements, etc.
203A Provision of summary financial statement to members
204 Penalty
205 Appointment and remuneration of auditors
205AA Resignation of non‑public interest company auditors
205AB Resignation of auditor of public interest company or subsidiary company of public interest company
205AC Written statement to be disseminated unless application to Court made
205AD Court may order written statement not to be sent out
205AE Privilege against defamation
205AF Appointment of new auditor in place of resigning auditor
205A Certain companies exempt from obligation to appoint auditors
205B Dormant company exempt from audit requirements
205C Small company exempt from audit requirements
205D Registrar may require company exempt from audit requirements to lodge audited financial statements
206 Auditors’ remuneration
207 Powers and duties of auditors as to reports on financial statements
208 Auditors and other persons to enjoy qualified privilege in certain circumstances
208A Provisions indemnifying auditors
209 Duties of auditors to trustee for debenture holders
209A Interpretation of this Part
209B (Repealed)
Part 7 ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS
210 Power to compromise with creditors, members and holders of units of shares
211 Information as to compromise with creditors, members and holders of units of shares of company
211A (Repealed)
211B (Repealed)
211C (Repealed)
211D (Repealed)
211E (Repealed)
211F (Repealed)
211G (Repealed)
211H (Repealed)
211I (Repealed)
211J (Repealed)
212 Approval of compromise or arrangement by Court
213 (Repealed)
214 (Repealed)
215 Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority
215AA Joint offers
215AB Effect of impossibility, etc., of communicating or accepting offer made under scheme or contract
215A Amalgamations
215B Amalgamation proposal
215C Manner of approving amalgamation proposal
215D Short form amalgamation
215E Registration of amalgamation
215F Notice of amalgamation, etc.
215G Effect of amalgamations
215H Power of Court in certain cases
215I Solvency statement in relation to amalgamating company and offence for making false statement
215J Solvency statement in relation to amalgamated company and offence for making false statement
215K Transfer of money or other consideration paid under terms of amalgamation to Official Receiver
216 Personal remedies in cases of oppression or injustice
216A Derivative or representative actions
216B Evidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A
Part 8
217 (Repealed)
218 (Repealed)
219 (Repealed)
220 (Repealed)
221 (Repealed)
222 (Repealed)
223 (Repealed)
224 (Repealed)
225 (Repealed)
226 (Repealed)
227 (Repealed)
Part 8A
227AA (Repealed)
227A (Repealed)
227B (Repealed)
227C (Repealed)
227D (Repealed)
227E (Repealed)
227F (Repealed)
227G (Repealed)
227H (Repealed)
227HA (Repealed)
227I (Repealed)
227J (Repealed)
227K (Repealed)
227L (Repealed)
227M (Repealed)
227N (Repealed)
227O (Repealed)
227P (Repealed)
227Q (Repealed)
227R (Repealed)
227S (Repealed)
227T (Repealed)
227U (Repealed)
227V (Repealed)
227W (Repealed)
227X (Repealed)
Part 9 INVESTIGATIONS
228 Application of this Part
229 Interpretation
230 Power to declare company or foreign company
231 Appointment of inspectors for declared companies
232 Investigation of affairs of company by inspectors at direction of Minister
233 As to reports of inspectors
234 (Repealed)
235 Investigation of affairs of related corporation
236 Procedure and powers of inspector
237 As to costs of investigations
238 Report of inspector to be admissible in evidence
239 Powers of inspector in relation to a declared company
240 Suspension of actions and proceedings by declared company
241 Winding up of company
242 Penalties
243 Appointment and powers of inspectors to investigate ownership of company
244 Power to require information as to persons interested in shares or debentures
245 Power to impose restrictions on shares or debentures
246 Inspectors appointed in other countries
Part 10 DISSOLUTION
247 (Repealed)
248 (Repealed)
249 (Repealed)
250 (Repealed)
251 (Repealed)
252 (Repealed)
253 (Repealed)
254 (Repealed)
255 (Repealed)
256 (Repealed)
257 (Repealed)
258 (Repealed)
259 (Repealed)
260 (Repealed)
261 (Repealed)
262 (Repealed)
263 (Repealed)
264 (Repealed)
265 (Repealed)
266 (Repealed)
267 (Repealed)
268 (Repealed)
269 (Repealed)
270 (Repealed)
271 (Repealed)
272 (Repealed)
273 (Repealed)
274 (Repealed)
275 (Repealed)
276 (Repealed)
277 (Repealed)
278 (Repealed)
279 (Repealed)
280 (Repealed)
281 (Repealed)
282 (Repealed)
283 (Repealed)
284 (Repealed)
285 (Repealed)
286 (Repealed)
287 (Repealed)
288 (Repealed)
289 (Repealed)
290 (Repealed)
291 (Repealed)
292 (Repealed)
293 (Repealed)
294 (Repealed)
295 (Repealed)
296 (Repealed)
297 (Repealed)
298 (Repealed)
299 (Repealed)
300 (Repealed)
301 (Repealed)
302 (Repealed)
303 (Repealed)
304 (Repealed)
305 (Repealed)
306 (Repealed)
307 (Repealed)
308 (Repealed)
309 (Repealed)
310 (Repealed)
311 (Repealed)
312 (Repealed)
313 (Repealed)
314 (Repealed)
315 (Repealed)
316 (Repealed)
317 (Repealed)
318 (Repealed)
319 (Repealed)
320 (Repealed)
321 (Repealed)
322 (Repealed)
322A (Repealed)
323 (Repealed)
324 (Repealed)
325 (Repealed)
326 (Repealed)
327 (Repealed)
328 (Repealed)
329 (Repealed)
330 (Repealed)
331 (Repealed)
332 (Repealed)
333 (Repealed)
334 (Repealed)
335 (Repealed)
336 (Repealed)
337 (Repealed)
338 (Repealed)
339 (Repealed)
340 (Repealed)
341 (Repealed)
342 (Repealed)
343 (Repealed)
344 Power of Registrar to strike defunct company off register
344A Striking off on application by company
344B Withdrawal of application
344C Objections to striking off
344D Application for administrative restoration to register
344E Registrar’s decision on application for administrative restoration
344F Registrar may restore company deregistered by mistake
344G Effect of restoration
344H Retention of books and papers upon striking off
345 (Repealed)
346 (Repealed)
347 (Repealed)
348 (Repealed)
349 (Repealed)
350 (Repealed)
351 (Repealed)
352 (Repealed)
353 (Repealed)
354 (Repealed)
354A (Repealed)
354B (Repealed)
354C (Repealed)
Part 10A TRANSFER OF REGISTRATION
355 Foreign corporate entities to which this Part applies
356 Interpretation of this Part
357 Names of companies to be registered under this Part
358 Application for registration
359 Registration
360 When registration must be refused
361 Effect of registration
362 Revocation of registration
363 Duty of company to register pre‑existing charges
364 Duties of company with respect to issue of certificates
364A Regulations
Part 11 VARIOUS TYPES OF COMPANIES, ETC.
365 Foreign companies to which this Division applies
366 Interpretation of this Division
367 Power of foreign companies to hold immovable property
368 Documents, etc., to be lodged by foreign companies having place of business in Singapore
368A Duty of directors and authorised representatives to provide information to foreign company
368B Saving and transitional provisions for existing particulars of directors and authorised representatives
369 Power to refuse registration of a foreign company in certain circumstances
370 As to registered office and authorised representatives of foreign companies
370A Alternate address
371 Transitory provisions
372 Return to be filed where documents, etc., altered
373 Financial statements
374 (Repealed)
375 Obligation to state name of foreign company, whether limited, and country where incorporated
376 Service of document
377 Cesser of business in Singapore
377A Application for administrative restoration of foreign company to register
377B Registrar’s decision on application for administrative restoration of foreign company
377C Registrar may restore foreign company deregistered by mistake
377D Effect of restoration of foreign company
378 Restriction on use of certain names
379 Register of members of foreign companies
380 Contents of register and index of members of foreign companies
381 Register to be prima facie evidence
382 Certificate as to shareholding
383 No civil proceedings to be brought in respect of bearer shares or share warrants
384 Application of provisions of Act
385 (Repealed)
386 Penalties
Part 11A REGISTER OF CONTROLLERS, NOMINEE DIRECTORS AND NOMINEE SHAREHOLDERS OF COMPANIES
386AA Application of this Part
386AB Interpretation of this Part
386AC Meaning of "registrable"
386AD State of mind of corporation, unincorporated association, etc.
386AE Meaning of "legal privilege"
386AF Register of controllers
386AFA Additional particulars
386AG Duty of company and foreign company to investigate and obtain information
386AH Duty of company and foreign company to keep information up‑to‑date
386AI Duty of company and foreign company to correct information
386AJ Controller’s duty to provide information
386AK Controller’s duty to provide change of information
386AKA Register of nominee directors
386AL Nominee directors
386ALA Register of nominee shareholders
386ALB Nominee shareholders
386AM Power to enforce
386AN Central register of controllers
386AO Codes of practice, etc.
386AP Exemption
Part 12 GENERAL
386A Interpretation
387 Service of documents on company
387A Electronic transmission of notices of meetings
387B Electronic transmission of documents
387C Electronic transmission in accordance with constitution, etc.
387D Electronic transmission of documents by member, officer or auditor to company or director
388 Security for costs
389 As to rights of witnesses to legal representation
390 Disposal of shares of shareholder whose whereabouts unknown
391 Power to grant relief
392 Irregularities
393 Privileged communications
394 Production and inspection of books or papers where offence suspected
395 Form of company records
396 Duty to take precautions against falsification
396A Inspection of records
396B Liability where proper accounts not kept
397 Translations of instruments, etc.
398 Certificate of incorporation conclusive evidence
399 Court may compel compliance
400 (Repealed)
401 False and misleading statement
402 False statements or reports
403 Dividends payable from profits only
404 Fraudulently inducing persons to invest money
405 Penalty for carrying on business without registering a corporation and for improper use of words "Limited" and "Berhad"
406 Frauds by officers
407 General penalty provisions
408 Default penalties
409 Proceedings how and when taken
409A Injunctions
409B Composition of offences
409C Appeal
410 Rules
411 Regulations