PART 4 | SHARES, DEBENTURES AND CHARGES |
| Division 1 — [Repealed by S 236/2002] |
| 43. [Repealed by S 236/2002] |
| 44. [Repealed by S 236/2002] |
| 45. [Repealed by S 236/2002] |
| 45A. [Repealed by S 236/2002] |
| 46. [Repealed by S 236/2002] |
| 47. [Repealed by S 236/2002] |
| 48. [Repealed by S 236/2002] |
| 49. [Repealed by S 236/2002] |
| 50. [Repealed by S 236/2002] |
| 50A. [Repealed by S 236/2002] |
| 51. [Repealed by S 236/2002] |
| 52. [Repealed by S 236/2002] |
| 53. [Repealed by S 236/2002] |
| 54. [Repealed by S 236/2002] |
| 55. [Repealed by S 236/2002] |
| 55A. [Repealed by S 236/2002] |
| 55B. [Repealed by S 236/2002] |
| 56. [Repealed by S 236/2002] |
Division 2 — Restrictions on allotment and
commencement of business |
| 57. [Repealed by S 236/2002] |
| 58. [Repealed by S 236/2002] |
| Restriction on allotment in certain cases |
59.—(1) A public company having a share capital which does not issue a prospectus on or with reference to its formation must not allot any of its shares or debentures unless, at least 3 days before the first allotment of either shares or debentures, there has been lodged with the Registrar a statement in lieu of prospectus which complies with the requirements of this Act.| (2) If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months. |
(3) Every director of a company who knowingly contravenes or permits or authorises the contravention of subsection (1) shall —| (a) | be guilty of an offence; and | | (b) | be liable in addition to the penalty or punishment for the offence to compensate the company and allottee respectively for any loss, damages or costs which the company or allottee has sustained or incurred thereby. |
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| (4) No proceedings for the recovery of any compensation referred to in subsection (3)(b) may be commenced after the expiration of 2 years from the date of the allotment. |
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| Requirements as to statements in lieu of prospectus |
60.—(1) To comply with the requirements of this Act, a statement in lieu of prospectus lodged by or on behalf of a company —| (a) | must be signed by every person who is named therein as a director or a proposed director of the company or by the person’s agent authorised in writing; | | (b) | must, subject to Part 3 of the Sixth Schedule, be in the form of and state the matters specified in Part 1 of that Schedule and set out the reports specified in Part 2 of that Schedule; and | | (c) | must, where the persons making any report specified in Part 2 of that Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of Part 3 of that Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor. |
| (2) The Registrar must not accept for registration any statement in lieu of prospectus unless it appears to the Registrar to comply with the requirements of this Act. |
| (3) Where in any statement in lieu of prospectus there is any untrue statement or wilful non‑disclosure, any director who signed the statement in lieu of prospectus shall, unless he or she proves either that the untrue statement or non‑disclosure was immaterial or that he or she had reasonable ground to believe and did up to the time of the delivery for registration of the statement in lieu of prospectus believe that the untrue statement was true or the non‑disclosure immaterial, be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both. |
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| Restrictions on commencement of business in certain circumstances |
61.—(1) Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company must not commence any business or exercise any borrowing power —| (a) | if any money is or may become liable to be repaid to applicants for any shares or debentures offered for public subscription by reason of any failure to apply for or obtain permission for listing for quotation on any securities exchange; or | | (b) | unless —| (i) | shares held subject to the payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription; | | (ii) | every director has paid to the company on each of the shares taken or contracted to be taken by him or her, and for which he or she is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription; and | | (iii) | there has been lodged with the Registrar a declaration in the prescribed form by —| (A) | the secretary or one of the directors of the company; or | | (B) | a registered qualified individual authorised by the company, |
| verifying that sub‑paragraphs (i) and (ii) have been complied with. |
[36/2014] |
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(2) Where a public company having a share capital has not issued a prospectus inviting the public to subscribe for its shares, the company must not commence any business or exercise any borrowing power unless —| (a) | there has been lodged with the Registrar a statement in lieu of prospectus which complies with the provisions of this Act; | | (b) | every director of the company has paid to the company on each of the shares taken or contracted to be taken by him or her, and for which he or she is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash; and | | (c) | there has been lodged with the Registrar a declaration in the prescribed form by —| (i) | the secretary or one of the directors of the company; or | | (ii) | a registered qualified individual authorised by the company, |
| verifying that paragraph (b) has been complied with. |
[36/2014] |
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| (3) The Registrar must, on the lodgment of the declaration under subsection (1)(b)(iii) or (2)(c) (as the case may be), issue a notice in the prescribed form that the company is entitled to commence business and to exercise its borrowing powers; and that notice is conclusive evidence of the matters stated in it. |
| (4) Any contract made by a company before the date on which it is entitled to commence business is provisional only and is not binding on the company until that date, and on that date it becomes binding. |
| (5) Where shares and debentures are offered simultaneously by a company for subscription, nothing in this section prevents the receipt by the company of any money payable on application for the debentures. |
| (6) If any company commences business or exercises borrowing powers in contravention of this section, every person who is responsible for the contravention shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250. |
| (7) Upon the application of a company which has received a notice under subsection (3) and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming that the company is entitled to commence business and to exercise its borrowing powers, and that certificate is conclusive evidence of the matters stated in it. |
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| Restriction on varying contracts referred to in prospectus, etc. |
| 62. A company must not before the statutory meeting vary the terms of a contract referred to in the prospectus or statement in lieu of prospectus, unless the variation is made subject to the approval of the statutory meeting. |
62A.—(1) Shares of a company have no par or nominal value.| (2) Subsection (1) applies to all shares, whether issued before, on or after 30 January 2006. |
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| Transitional provisions for section 62A |
62B.—(1) For the purpose of the operation of this Act on or after 30 January 2006 in relation to a share issued before that date —| (a) | the amount paid on the share is the sum of all amounts paid to the company at any time for the share (but not including any premium); and | | (b) | the amount unpaid on the share is the difference between the price of issue of the share (but not including any premium) and the amount paid on the share. |
| (2) On 30 January 2006, any amount standing to the credit of a company’s share premium account and any amount standing to the credit of a company’s capital redemption reserve becomes part of the company’s share capital. |
(3) Despite subsection (2), a company may use the amount standing to the credit of its share premium account immediately before 30 January 2006 to —| (a) | provide for the premium payable on redemption of debentures or redeemable preference shares issued before that date; | | (b) | write off —| (i) | the preliminary expenses of the company incurred before that date; or | | (ii) | expenses incurred, or commissions or brokerages paid or discounts allowed, on or before that date, for or on any duty, fee or tax payable on or in connection with any issue of shares of the company; |
| | (c) | pay up, pursuant to an agreement made before that date, shares which were unissued before that date and which are to be issued on or after that date to members of the company as fully paid bonus shares; | | (d) | pay up in whole or in part the balance unpaid on shares issued before that date to members of the company; or | | (e) | pay dividends declared before that date, if such dividends are satisfied by the issue of shares to members of the company. |
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| (4) Despite subsection (2), if the company carries on insurance business in Singapore immediately before 30 January 2006, it may also apply the amount standing to the credit of its share premium account immediately before that date by appropriation or transfer to any fund established and maintained pursuant to the Insurance Act 1966. |
| (5) Despite subsection (1), the liability of a shareholder for calls in respect of money unpaid on shares issued before 30 January 2006 (whether on account of the par value of the shares or by way of premium) is not affected by the shares ceasing to have a par value. |
(6) For the purpose of interpreting and applying, on or after 30 January 2006, a contract (including the constitution of the company) entered into before that date or a trust deed or other document executed before that date —| (a) | a reference to the par or nominal value of a share is a reference to —| (i) | if the share is issued before that date — the par or nominal value of the share immediately before that date; | | (ii) | if the share is issued on or after that date but shares of the same class were on issue immediately before that date — the par or nominal value that the share would have had if it had been issued then; or | | (iii) | if the share is issued on or after that date and shares of the same class were not on issue immediately before that date — the par or nominal value determined by the directors, |
| and a reference to share premium is a reference to any residual share capital in relation to the share; |
| | (b) | a reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value equal to the amount paid in respect of the share’s par or nominal value; and | | (c) | a reference to the aggregate par or nominal value of the company’s issued share capital is a reference to that aggregate as it existed immediately before that date as —| (i) | increased to take account of the par or nominal value as defined in paragraph (a) of any shares issued on or after that date; and | | (ii) | reduced to take account of the par or nominal value as defined in paragraph (a) of any shares cancelled on or after that date. [36/2014] |
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(7) A company may —| (a) | at any time before —| (i) | the date it is required under section 197(4) in force immediately before 3 January 2016 to lodge its first annual return after 30 January 2006; or | | (ii) | the expiry of 6 months from 30 January 2006, |
| whichever is the earlier; or |
| | (b) | within such longer period as the Registrar may, if he or she thinks fit in the circumstances of the case, allow, |
| file with the Registrar a notice in the prescribed form of its share capital. |
[36/2014] |
| (8) Unless a company has filed a notice of its share capital under subsection (7), the Registrar may for the purposes of the records maintained by the Authority adopt, as the share capital of the company, the aggregate nominal value of the shares issued by the company as that value appears in the Authority’s records immediately before 30 January 2006. |
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| Return as to allotments by private companies |
63.—(1) A private company may allot new shares, other than a deemed allotment, by lodging with the Registrar a return of the allotment in the prescribed form, which must include the following particulars:| (a) | the number of the shares comprised in the allotment; | | (b) | the amount (if any) paid or deemed to be paid on the allotment of each share; | | (c) | the amount (if any) unpaid on each share referred to in paragraph (b); | | (d) | where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and | | (e) | the full name, identification, nationality (if such identification or nationality, as the case may be, is required by the Registrar) and address of, and the number and class of shares held by each of its members. [36/2014] |
| (2) An allotment of shares, other than a deemed allotment, by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] |
| (3) In this section and section 63A, “deemed allotment” means an issue of shares without formal allotment to subscribers to the constitution. [36/2014] |
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| Return as to allotments by public companies |
63A.—(1) Where a public company makes any allotment of its shares, other than a deemed allotment, the company must within 14 days thereafter lodge with the Registrar a return of the allotments stating —| (a) | the number of the shares comprised in the allotment; | | (b) | the amount (if any) paid or deemed to be paid on the allotment of each share; | | (c) | the amount (if any) unpaid on each share referred to in paragraph (b); | | (d) | where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and | | (e) | the full name, identification, nationality (if such identification or nationality, as the case may be, is required by the Registrar) and address of, and the number and class of shares held by each of the 50 members who, following the allotment, hold the most number of shares in the company (excluding treasury shares). [36/2014] |
| (2) A return of allotment mentioned in subsection (1) by a public company, the shares of which are listed on an approved exchange in Singapore or any securities exchange outside Singapore, need not state the particulars specified in subsection (1)(e). [36/2014; 4/2017] |
| (3) If default is made in complying with this section, every officer of the public company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250. [36/2014] |
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| Lodgment of documents in relation to allotment |
| 63B.—(1) Where shares are allotted by a company as fully or partly paid up otherwise than in cash and the allotment is made pursuant to a contract in writing, the company must lodge with the return of allotment the contract evidencing the entitlement of the allottee or a copy of any such contract certified as prescribed. [36/2014] | (2) If a certified copy of a contract is lodged, the original contract duly stamped must if the Registrar so requests be produced at the same time to the Registrar. [36/2014] |
(3) Where shares are allotted as fully or partly paid up otherwise than in cash and the allotment is made —| (a) | pursuant to a contract not reduced to writing; | | (b) | pursuant to a provision in the constitution; or | | (c) | in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders, or in pursuance of the application of moneys held by the company in an account or reserve in paying up unissued shares to which the shareholders have become entitled, |
| the company must lodge with the Registrar the document specified in subsection (4) within the time specified in subsection (5). |
[36/2014] |
(4) The document referred to in subsection (3) is —| (a) | a statement of prescribed particulars; or | | (b) | in lieu of the statement, where the shares are allotted pursuant to a scheme of arrangement approved by the Court under section 210, a copy of the order of the Court. [36/2014] |
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| (5) The company must lodge the document specified in subsection (4) at the same time and together with the return of allotment. [36/2014] |
| (6) If default is made in complying with this section, every officer of a company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250. [36/2014] |
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| Notice of increase in total amount paid up on shares |
| 63C. Where a private company issues any partly paid or unpaid share of any class and the company subsequently receives all or any part of the unpaid amount with respect to the share, the company must lodge with the Registrar a notice in the prescribed form with respect to the total amount of such payments and the increase in the total amount paid up on the relevant class of shares within 14 days after the payment. [36/2014] |
| Rights and powers attaching shares |
| 64.—(1) Subject to subsections (2) and (3), sections 21 and 76J, and any written law to the contrary, a share in a company confers on the holder of the share the right to one vote on a poll at a meeting of the company on any resolution. [36/2014] | (2) A company’s constitution may provide that a member is not entitled to vote unless all calls or other sums personally payable by the member in respect of shares in the company have been paid. [36/2014] |
| (3) Subject to subsection (4) and section 64A, a right specified in subsection (1) may be negated, altered, or added to by the constitution of the company. [36/2014] |
(4) Despite subsection (3), the right of a holder of a specified share of a company to at least one vote on a poll at a meeting of the company on the following resolutions may not be negated or altered:| (a) | a resolution to wind up the company voluntarily under section 160 of the Insolvency, Restructuring and Dissolution Act 2018; or | | (b) | a resolution to vary any right attached to a specified share and conferred on the holder. [36/2014; 40/2018] |
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| (5) In subsection (4), “specified share” means a share in the company, by whatever name called which, but for that subsection, does not entitle the holder thereof to the right to vote at a general meeting of the company. [36/2014] |
| (6) This section does not operate so as to limit or derogate from the rights of any person under section 74. [36/2014] |
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| Issue of shares with different voting rights by public company |
64A.—(1) Different classes of shares in a public company may be issued only if —| (a) | the issue of the class or classes of shares is provided for in the constitution of the public company; and | | (b) | the constitution of the public company sets out in respect of each class of shares the rights attached to that class of shares. [36/2014] |
(2) Without limiting subsection (1) but subject to the conditions of subsection (1)(a) and (b), shares in a public company may —| (a) | confer special, limited, or conditional voting rights; or | | (b) | not confer voting rights. [36/2014] |
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| (3) Despite anything in subsection (1) or (2), a public company must not undertake any issuance of shares in the public company that confers special, limited or conditional voting rights, or that confers no voting rights unless it is approved by the members of the public company by special resolution. [36/2014] |
| (4) Where a public company has one or more classes of shares that confer special, limited or conditional voting rights, or that confer no voting rights, the notice of any general meeting required to be given to a person entitled to receive notice of the meeting must specify the special, limited or conditional voting rights, or the absence of voting rights, in respect of each such class of shares. [36/2014] |
| (5) This section does not operate so as to limit or derogate from the rights of any person under section 74. [36/2014] |
| (6) Nothing in this section affects the right of a private company, subject to its constitution, to issue shares of different classes, including shares conferring special, limited or conditional voting rights or no voting rights, as the case may be. [36/2014] |
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| Differences in calls and payments, etc. |
65.—(1) A company if so authorised by its constitution may —| (a) | make arrangements on the issue of shares for varying the amounts and times of payment of calls as between shareholders; | | (b) | accept from any member the whole or a part of the amount remaining unpaid on any shares although no part of that amount has been called up; and | | (c) | pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others. [36/2014] |
| (2) A limited company may by special resolution determine that any portion of its share capital which has not been already called up is not capable of being called up except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital is not capable of being called up except in the event and for the purposes of the company being wound up, but no such resolution affects the rights of any person acquired before the passing of the resolution. |
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66.—(1) A company must not issue any share warrant stating that the bearer of the warrant is entitled to the shares therein specified and which enables the shares to be transferred by delivery of the warrant.| (2) The bearer of a share warrant issued before 29 December 1967 is, in the 2‑year period after 1 July 2015, entitled to surrender it for cancellation and to have the bearer’s name entered in the register of members. [36/2014] |
| (3) The company is responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant issued before 29 December 1967 in respect of the shares therein specified without the warrant being surrendered and cancelled. [36/2014] |
| (4) A company must cancel any share warrant which is issued by a company before 29 December 1967 that is unaccounted for by the expiry of the 2‑year period mentioned in subsection (2), and the company is not responsible for any loss incurred by any person by reason of such cancellation. [36/2014] |
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| Use of share capital to pay expenses incurred in issue of new shares |
| 67.—(1) A company may use its share capital to pay any expenses (including brokerage or commission) incurred directly in the issue of new shares. [36/2014] | (2) A payment made under subsection (1) is not to be taken as reducing the amount of share capital of the company. [36/2014] |
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| Issue of shares for no consideration |
| 68. A company having a share capital may issue shares for which no consideration is payable to the issuing company. [36/2014] |
| 69. [Repealed by Act 21 of 2005] |
| 69A. [Repealed by Act 21 of 2005] |
| 69B. [Repealed by Act 21 of 2005] |
| 69C. [Repealed by Act 21 of 2005] |
| 69D. [Repealed by Act 21 of 2005] |
| 69E. [Repealed by Act 21 of 2005] |
| 69F. [Repealed by Act 21 of 2005] |
| Redeemable preference shares |
| 70.—(1) Subject to this section, a company having a share capital may, if so authorised by its constitution, issue preference shares which are, or at the option of the company are to be, liable to be redeemed and the redemption may be effected only on such terms and in such manner as is provided by the constitution. [36/2014] | (2) [Deleted by Act 36 of 2014] |
| (3) The shares must not be redeemed unless they are fully paid up. |
(4) The shares must not be redeemed out of the capital of the company unless —| (a) | all the directors have made a solvency statement in relation to such redemption; and | | (b) | the company has lodged a copy of the statement with the Registrar. |
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| (5) To avoid doubt, shares redeemed out of proceeds of a fresh issue of shares issued for the purpose of redemption are not to be treated as having been redeemed out of the capital of the company. [36/2014] |
| (6) A private company may redeem any redeemable preference shares by lodging a prescribed notice of redemption with the Registrar. [36/2014] |
| (7) A redemption of any redeemable preference shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] |
| (8) If a public company redeems any redeemable preference shares, it must within 14 days after doing so give notice thereof to the Registrar specifying the shares redeemed. [36/2014] |
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| Power of company to alter its share capital |
71.—(1) Subject to subsections (1B) and (1C), a company, if so authorised by its constitution, may in general meeting alter its share capital in any one or more of the following ways:| (a) | [Deleted by Act 21 of 2005] | | (b) | consolidate and divide all or any of its share capital; | | (c) | convert all or any of its paid‑up shares into stock and reconvert that stock into paid‑up shares; | | (d) | subdivide its shares or any of them, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share is the same as it was in the case of the share from which the reduced share is derived; | | (e) | cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled. [36/2014] |
| (1A) A public company which alters its share capital may lodge with the Registrar a notice of the alteration in the prescribed form. [36/2014] |
| (1B) A private company may alter its share capital by lodging a notice of alteration in the prescribed form with the Registrar. [36/2014] |
| (1C) An alteration of share capital of a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] |
| (2) A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act. |
| As to share capital of unlimited company on re‑registration |
(3) An unlimited company having a share capital may by any resolution passed for the purposes of section 30(1) —| (a) | increase the amount of its share capital by increasing the issue price of each of its shares, but subject to the condition that no part of the increased capital is capable of being called up except in the event and for the purposes of the company being wound up; and | | (b) | in addition or alternatively, provide that a specified portion of its uncalled share capital is not capable of being called up except in the event and for the purposes of the company being wound up. |
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| Validation of shares improperly issued |
| 72. Where a company has purported to issue or allot shares and the creation, issue or allotment of those shares was invalid by reason of any provision of this or any other written law or of the constitution of the company or otherwise or the terms of issue or allotment were inconsistent with or unauthorised by any such provision the Court may, upon application made by the company or by a holder or mortgagee of any of those shares or by a creditor of the company and upon being satisfied that in all the circumstances it is just and equitable to do so, make an order validating the issue or allotment of those shares or confirming the terms of issue or allotment thereof or both and upon a copy of the order being lodged with the Registrar those shares are deemed to have been validly issued or allotted upon the terms of the issue or allotment thereof. [36/2014] |
| 73.—(1) A company having a share capital may by ordinary resolution convert its share capital or any class of shares from one currency to another currency. [36/2014] (2) A resolution under this section may authorise a company having a share capital to redenominate its share capital —| (a) | on more than one occasion; and | | (b) | at a specified time or under specified circumstances. [36/2014] |
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| (3) The redenomination must be made at a spot rate of exchange specified in the resolution. [36/2014] |
(4) The rate mentioned in subsection (3) must be either —| (a) | a rate prevailing on a day specified in the resolution; or | | (b) | a rate determined by taking the average of rates prevailing on each consecutive day of a period specified in the resolution. [36/2014] |
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| (5) The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed. [36/2014] |
| (6) A resolution under this section may specify conditions which must be met before the redenomination takes effect. [36/2014] |
(7) Redenomination in accordance with a resolution under this section takes effect —| (a) | on the day on which the resolution is passed; or | | (b) | on such later day as may be determined in accordance with the resolution. [36/2014] |
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| (8) A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed. [36/2014] |
| (9) A company’s constitution may exclude or restrict the exercise of a power conferred by this section. [36/2014] |
| (10) In this section and sections 73A and 73B, “redenomination” means the conversion of share capital or any class of shares from one currency to another. [36/2014] |
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73A.—(1) A redenomination of shares does not affect —| (a) | any rights or obligations of members under the company’s constitution or any restrictions affecting members under the company’s constitution; or | | (b) | any entitlement to dividends (including any entitlement to dividends in a particular currency), voting rights and liability in respect of amounts remaining unpaid on shares (including liability in a particular currency). [36/2014] |
| (2) For the purposes of subsection (1), the reference to a company’s constitution includes the terms on which any shares of the company are allotted or held. [36/2014] |
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| 73B.—(1) Within 14 days after passing a resolution under section 73, a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination. [36/2014] (2) The notice must include the following information with respect to the company’s share capital as redenominated by the resolution:| (a) | the total number of issued shares in the company; | | (b) | the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the company; | | (c) | the total amount of the company’s issued share capital; and | | (d) | for each class of shares —| (i) | the particulars specified in subsection (3); | | (ii) | the total number of issued shares in the class; | | (iii) | the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the class; and | | (iv) | the total amount of issued share capital of the class. [36/2014] |
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(3) The particulars referred to in subsection (2)(d)(i) are —| (a) | particulars of any voting rights attached to shares in the class, including rights that arise only in certain circumstances; | | (b) | particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution; | | (c) | particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution (including on a winding up of the company); and | | (d) | whether or not shares in the class are redeemable shares. [36/2014] |
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| (4) If default is made in complying with this section, every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250. [36/2014] |
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| Rights of holders of classes of shares |
| 74.—(1) If, in the case of a company the share capital of which is divided into different classes of shares, provision is made by the constitution for authorising the variation or abrogation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and pursuant to that provision, the rights attached to any such class of shares are at any time varied or abrogated, the holders of not less in the aggregate than 5% of the total number of issued shares of that class may apply to the Court to have the variation or abrogation cancelled, and, if any such application is made, the variation or abrogation does not have effect until confirmed by the Court. [36/2014] | (1A) For the purposes of subsection (1), any of the company’s issued shares held as treasury shares is to be disregarded. [36/2014] |
| (2) An application is not invalid by reason of the applicants or any of them having consented to or voted in favour of the resolution for the variation or abrogation if the Court is satisfied that any material fact was not disclosed by the company to those applicants before they so consented or voted. |
| (3) The application must be made within one month after the date on which the consent was given or the resolution was passed or such further time as the Court allows, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they appoint in writing for the purpose. |
| (4) On the application the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, may, if satisfied having regard to all the circumstances of the case that the variation or abrogation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation or abrogation, as the case may be, and must, if not so satisfied, confirm it and the decision of the Court is final. |
| (5) The company must, within 14 days after the making of an order by the Court on any such application, lodge a copy of the order with the Registrar and if default is made in complying with this provision the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty. |
| (6) The issue by a company of preference shares ranking pari passu with existing preference shares issued by the company is deemed to be a variation of the rights attached to those existing preference shares unless the issue of the firstmentioned shares was authorised by the terms of issue of the existing preference shares or by the constitution of the company in force at the time the existing preference shares were issued. [36/2014] |
| (7) For the purposes of this section, the alteration of any provision in the constitution of a company which affects or relates to the manner in which the rights attaching to the shares of any class may be varied or abrogated is deemed to be a variation or abrogation of the rights attached to the shares of that class. [36/2014] |
| (8) This section does not operate so as to limit or derogate from the rights of any person to obtain relief under section 216. |
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| 74A.—(1) Subject to this section and sections 64A and 75, a company the share capital of which is divided into different classes of shares may make provision in its constitution to authorise the conversion of one class of shares into another class of shares. [36/2014] (2) A public company may convert one class of shares (A) into another class of shares (B) by special resolution only if the constitution of the public company —| (a) | permits B to be issued; and | | (b) | sets out the rights attached to B. [36/2014] |
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| (3) A private company may convert shares from one class to another by lodging a notice of conversion in the prescribed form with the Registrar. [36/2014] |
| (4) A conversion of shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] |
| (5) Section 74 applies where a conversion of shares undertaken by a company involves a variation or an abrogation of the rights attached to any class of shares in the company. [36/2014] |
| (6) Despite anything in this section, a share that is not a redeemable preference share when issued cannot afterwards be converted into a redeemable preference share. [36/2014] |
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| Rights of holders of preference shares to be set out in constitution |
| 75.—(1) No company may allot any preference shares or convert any issued shares into preference shares unless there are set out in its constitution the rights of the holders of those shares with respect to repayment of capital, participation in surplus assets and profits, cumulative or non‑cumulative dividends, voting and priority of payment of capital and dividend in relation to other shares or other classes of preference shares. [36/2014] | (2) If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. |
|
| Company financing dealings in its shares, etc. |
76.—(1) Except as otherwise expressly provided by this Act, a public company or a company whose holding company or ultimate holding company is a public company must not, whether directly or indirectly, give any financial assistance for the purpose of, or in connection with —| (a) | the acquisition by any person, whether before or at the same time as the giving of financial assistance, of —| (i) | shares or units of shares in the company; or | | (ii) | shares or units of shares in a holding company or ultimate holding company (as the case may be) of the company; or |
| | (b) | the proposed acquisition by any person of —| (i) | shares or units of shares in the company; or | | (ii) | shares or units of shares in a holding company or ultimate holding company (as the case may be) of the company. [36/2014] |
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(1A) Except as otherwise expressly provided by this Act, a company must not —| (a) | whether directly or indirectly, in any way —| (i) | acquire shares or units of shares in the company; or | | (ii) | purport to acquire shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company; or |
| | (b) | whether directly or indirectly, in any way, lend money on the security of —| (i) | shares or units of shares in the company; or | | (ii) | shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company. [36/2014] |
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| (2) A reference in this section to the giving of financial assistance includes a reference to the giving of financial assistance by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise. |
(3) For the purposes of this section, a company is taken to have given financial assistance for the purpose of an acquisition or proposed acquisition referred to in subsection (1) (called in this subsection the relevant purpose) if —| (a) | the company gave the financial assistance for purposes that included the relevant purpose; and | | (b) | the relevant purpose was a substantial purpose of the giving of the financial assistance. [36/2014] |
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(4) For the purposes of this section, a company is taken to have given financial assistance in connection with an acquisition or proposed acquisition referred to in subsection (1) if, when the financial assistance was given to a person, the company was aware that the financial assistance would financially assist —| (a) | the acquisition by a person of shares or units of shares in the company; or | | (b) | where shares in the company had already been acquired — the payment by a person of any unpaid amount of the subscription payable for the shares, or the payment of any calls on the shares. [36/2014] |
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| (5) If a company contravenes subsection (1) or (1A), the company shall not be guilty of an offence, despite section 407, but each 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 $20,000 or to imprisonment for a term not exceeding 3 years or to both. [36/2014] |
| (6) Where a person is convicted of an offence under subsection (5) and the Court by which the person is convicted is satisfied that the company or another person has suffered loss or damage as a result of the contravention that constituted the offence, that Court may, in addition to imposing a penalty under that subsection, order the convicted person to pay compensation to the company or other person (as the case may be) of such amount as the Court specifies, and any such order may be enforced as if it were a judgment of the Court. |
| (7) The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (6) from the liability to have such an order made against the person. |
(8) Nothing in subsection (1) or (1A) prohibits —| (a) | a distribution of a company’s assets by way of dividends lawfully made; | | (aa) | a distribution in the course of a company’s winding up; | | (b) | a payment made by a company pursuant to a reduction of capital in accordance with Division 3A of this Part; | | (c) | the discharge by a company of a liability of the company that was incurred in good faith as a result of a transaction entered into on ordinary commercial terms; | | (d) | anything done pursuant to an order of Court made under section 210; | | (e) | anything done under an arrangement made pursuant to section 178 of the Insolvency, Restructuring and Dissolution Act 2018; | | (f) | anything done under an arrangement made between a company and its creditors which is binding on the creditors by virtue of section 187 of the Insolvency, Restructuring and Dissolution Act 2018; | | (g) | where a corporation is a borrowing corporation by reason that it is or will be under a liability to repay moneys received or to be received by it —| (i) | the giving, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of a guarantee in relation to the repayment of those moneys, whether or not the guarantee is secured by any charge over the property of that company; or | | (ii) | the provision, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of security in relation to the repayment of those moneys; |
| | (ga) | the giving by a company in good faith and in the ordinary course of commercial dealing of any representation, warranty or indemnity in relation to an offer to the public of, or an invitation to the public to subscribe for or purchase, shares or units of shares in that company; | | (h) | the purchase by a company of shares in the company pursuant to an order of a Court; | | (i) | the creation or acquisition, in good faith and in the ordinary course of commercial dealing, by a company of a lien on shares in the company (other than fully‑paid shares) for any amount payable to the company in respect of the shares; | | (j) | the entering into, in good faith and in the ordinary course of commercial dealing, of an agreement by a company with a subscriber for shares in the company permitting the subscriber to make payments for the shares by instalments; | | (k) | an allotment of bonus shares; | | (l) | a redemption of redeemable shares of a company in accordance with the company’s constitution; or | | (m) | the payment of some or all of the costs by a company listed on an approved exchange in Singapore or any securities exchange outside Singapore associated with a scheme, an arrangement or a plan under which any shareholder of the company may purchase or sell shares for the sole purpose of rounding off any odd‑lots which the shareholder owns, |
| but nothing in this subsection — |
| (n) | is to be construed as implying that a particular act of a company would, but for this subsection, be prohibited by subsection (1) or (1A); or | | (o) | is to be construed as limiting the operation of any rule of law permitting the giving of financial assistance by a company, the acquisition of shares or units of shares by a company or the lending of money by a company on the security of shares or units of shares. [36/2014; 4/2017; 40/2018] |
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(8A) For the purposes of subsection (8)(m) —| (a) | an “odd‑lot” means any amount of shares in the company which is less than the amount of shares constituting a board lot; | | (b) | a “board lot” means a standard unit of trading of the securities exchange on which the company is listed; and | | (c) | the reference to “rounding off any odd‑lots” includes an act by a shareholder, who owns only odd‑lots in a company, disposing all such odd‑lots. [36/2014] |
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(9) Nothing in subsection (1) or (1A) prohibits —| (a) | the making of a loan, or the giving of a guarantee or the provision of security in connection with one or more loans made by one or more other persons, by a company in the ordinary course of its business where the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore and where —| (i) | the lending of money, or the giving of guarantees or the provision of security in connection with loans made by other persons, is done in the course of such activities; and | | (ii) | the loan that is made by the company, or, where the guarantee is given or the security is provided in respect of a loan, that loan is made on ordinary commercial terms as to the rate of interest, the terms of repayment of principal and payment of interest, the security to be provided and otherwise; |
| | (b) | the giving by a company of financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company to be held by or for the benefit of employees of the company or of a corporation that is related to the company, including any director holding a salaried employment or office in the company or in the corporation; or | | (c) | the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G. [36/2014] |
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(9A) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —| (a) | the amount of the financial assistance, together with any other financial assistance given by the company under this subsection repayment of which remains outstanding, would not exceed 10% of the aggregate of —| (i) | the total paid‑up capital of the company; and | | (ii) | the reserves of the company, |
| as disclosed in the most recent financial statements of the company that comply with section 201; |
| | (b) | the company receives fair value in connection with the financial assistance; | | (c) | the board of directors of the company passes a resolution that —| (i) | the company should give the assistance; | | (ii) | giving the assistance is in the best interests of the company; and | | (iii) | the terms and conditions under which the assistance is given are fair and reasonable to the company; |
| | (d) | the resolution sets out in full the grounds for the directors’ conclusions; | | (e) | all the directors of the company make a solvency statement in relation to the giving of the financial assistance; | | (f) | within 10 business days of providing the financial assistance, the company sends to each member a notice containing particulars of —| (i) | the class and number of shares or units of shares in respect of which the financial assistance was or is to be given; | | (ii) | the consideration paid or payable for those shares or units of shares; | | (iii) | the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner; and | | (iv) | the nature and, if quantifiable, the amount of the financial assistance; and |
| | (g) | not later than the business day next following the day when the notice mentioned in paragraph (f) is sent to members of the company, the company lodges with the Registrar a copy of that notice and a copy of the solvency statement mentioned in paragraph (e). [36/2014] |
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(9B) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —| (a) | the board of directors of the company passes a resolution that —| (i) | the company should give the assistance; | | (ii) | giving the assistance is in the best interests of the company; and | | (iii) | the terms and conditions under which the assistance is given are fair and reasonable to the company; |
| | (b) | the resolution sets out in full the grounds for the directors’ conclusions; | | (c) | all the directors of the company make a solvency statement in relation to the giving of the financial assistance; | | (d) | not later than the business day next following the day when the resolution mentioned in paragraph (a) is passed, the company sends to each member having the right to vote on the resolution mentioned in paragraph (e) a notice containing particulars of —| (i) | the directors’ resolution mentioned in paragraph (a); | | (ii) | the class and number of shares or units of shares in respect of which the financial assistance is to be given; | | (iii) | the consideration payable for those shares or units of shares; | | (iv) | the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner; | | (v) | the nature and, if quantifiable, the amount of the financial assistance; and | | (vi) | such further information and explanation as may be necessary to enable a reasonable member to understand the nature and implications for the company and its members of the proposed transaction; |
| | (e) | a resolution is passed —| (i) | by all the members of the company present and voting either in person or by proxy at the relevant meeting; or | | (ii) | if the resolution is proposed to be passed by written means under section 184A, by all the members of the company, |
| | (f) | not later than the business day next following the day when the resolution mentioned in paragraph (e) is passed, the company lodges with the Registrar a copy of that resolution and a copy of the solvency statement mentioned in paragraph (c); and | | (g) | the financial assistance is given not more than 12 months after the resolution mentioned in paragraph (e) is passed. [36/2014] |
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(9BA) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —| (a) | giving the assistance does not materially prejudice —| (i) | the interests of the company or its shareholders; or | | (ii) | the company’s ability to pay its creditors; |
| | (b) | the board of directors of the company passes a resolution that —| (i) | the company should give the assistance; and | | (ii) | the terms and conditions under which the assistance is proposed to be given are fair and reasonable to the company; |
| | (c) | the resolution sets out in full the grounds for the directors’ conclusions; and | | (d) | the company lodges with the Registrar a copy of the resolution mentioned in paragraph (b). [36/2014] |
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(9C) A company must not give financial assistance under subsection (9A) or (9B) if, before the assistance is given —| (a) | any of the directors who voted in favour of the resolution under subsection (9A)(c) or (9B)(a), respectively —| (i) | ceases to be satisfied that the giving of the assistance is in the best interests of the company; or | | (ii) | ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company; or |
| | (b) | any of the directors no longer has reasonable grounds for any of the opinions expressed in the solvency statement. |
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| (9CA) A company must not give financial assistance under subsection (9BA) if, before the assistance is given, any of the directors who voted in favour of the resolution under subsection (9BA)(b) ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company. [36/2014] |
(9D) A director of a company is not relieved of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company, by —| (a) | the passing of a resolution by the board of directors of the company under subsection (9A) or (9BA) for the giving of the financial assistance; or | | (b) | the passing of a resolution by the board of directors of the company, and the passing of a resolution by the members of the company, under subsection (9B) for the giving of the financial assistance. [36/2014] |
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(10) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —| (a) | the company, by special resolution, resolves to give financial assistance for the purpose of or in connection with, that acquisition; | | (b) | where —| (i) | the company is a subsidiary of a listed corporation; or | | (ii) | the company is not a subsidiary of a listed corporation but is a subsidiary whose ultimate holding company is incorporated in Singapore, |
| the listed corporation or the ultimate holding company (as the case may be) has, by special resolution, approved the giving of the financial assistance; |
| | (c) | the notice specifying the intention to propose the resolution referred to in paragraph (a) as a special resolution sets out —| (i) | particulars of the financial assistance proposed to be given and the reasons for the proposal to give that assistance; and | | (ii) | the effect that the giving of the financial assistance would have on the financial position of the company and, where the company is included in a group of corporations consisting of a holding company and a subsidiary or subsidiaries, the effect that the giving of the financial assistance would have on the financial position of the group of corporations, |
| and is accompanied by a copy of a statement made in accordance with a resolution of the directors, setting out the names of any directors who voted against the resolution and the reasons why they so voted, and signed by not less than 2 directors, stating whether, in the opinion of the directors who voted in favour of the resolution, after taking into account the financial position of the company (including future liabilities and contingent liabilities of the company), the giving of the financial assistance would be likely to prejudice materially the interests of the creditors or members of the company or any class of those creditors or members; |
| | (d) | the notice specifying the intention to propose the resolution referred to in paragraph (b) as a special resolution is accompanied by a copy of the notice, and a copy of the statement, mentioned in paragraph (c); | | (e) | not later than the day next following the day when the notice mentioned in paragraph (c) is despatched to members of the company there is lodged with the Registrar a copy of that notice and a copy of the statement that accompanied that notice; | | (f) | the notice mentioned in paragraph (c) and a copy of the statement mentioned in that paragraph are sent to —| (i) | all members of the company; | | (ii) | all trustees for debenture holders of the company; and | | (iii) | if there are no trustees for, or for a particular class of, debenture holders of the company — all debenture holders, or all debenture holders of that class (as the case may be) of the company whose names are, at the time when the notice is despatched, known to the company; |
| | (g) | the notice mentioned in paragraph (d) and the accompanying documents are sent to —| (i) | all members of the listed corporation or of the ultimate holding company; | | (ii) | all trustees for debenture holders of the listed corporation or of the ultimate holding company; and | | (iii) | if there are no trustees for, or for a particular class of, debenture holders of the listed corporation or of the ultimate holding company — all debenture holders or debenture holders of that class (as the case may be) of the listed corporation or of the ultimate holding company whose names are, at the time when the notice is despatched, known to the listed corporation or the ultimate holding company; |
| | (h) | within 21 days after the date on which the resolution mentioned in paragraph (a) is passed or, in a case to which paragraph (b) applies, the date on which the resolution referred to in that paragraph is passed, whichever is the later, a notice —| (i) | setting out the terms of the resolution mentioned in paragraph (a); and | | (ii) | stating that any of the persons referred to in subsection (12) may, within the period mentioned in that subsection, make an application to the Court opposing the giving of the financial assistance, |
| is published in a daily newspaper circulating generally in Singapore; |
| | (i) | no application opposing the giving of the financial assistance is made within the period mentioned in subsection (12) or, if such an application or applications has or have been made, the application or each of the applications has been withdrawn or the Court has approved the giving of the financial assistance; and | | (j) | the financial assistance is given in accordance with the terms of the resolution mentioned in paragraph (a) and not earlier than —| (i) | in a case to which sub‑paragraph (ii) does not apply — the expiration of the period mentioned in subsection (12); or | | (ii) | if an application or applications has or have been made to the Court within that period —| (A) | where the application or each of the applications has been withdrawn — the withdrawal of the application or of the last of the applications to be withdrawn; or | | (B) | in any other case — the decision of the Court on the application or applications. [36/2014] |
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(10A) If the resolution mentioned in subsection (10)(a) or (b) is proposed to be passed by written means under section 184A, subsection (10)(f) or (g) (as the case may be) must be complied with at or before the time —| (a) | agreement to the resolution is sought in accordance with section 184C; or | | (b) | documents referred to in section 183(3A) in respect of the resolution are served on or made accessible to members of the company in accordance with section 183(3A), |
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| (11) Where, on application to the Court by a company, the Court is satisfied that the provisions of subsection (10) have been substantially complied with in relation to a proposed giving by the company of financial assistance of a kind mentioned in that subsection, the Court may, by order, declare that the provisions of that subsection have been complied with in relation to the proposed giving by the company of financial assistance. |
(12) Where a special resolution mentioned in subsection (10)(a) is passed by a company, an application to the Court opposing the giving of the financial assistance to which the special resolution relates may be made, within the period of 21 days after the publication of the notice mentioned in subsection (10)(h) —| (a) | by a member of the company; | | (b) | by a trustee for debenture holders of the company; | | (c) | by a debenture holder of the company; | | (d) | by a creditor of the company; | | (e) | if subsection (10)(b) applies by —| (i) | a member of the listed corporation or ultimate holding company that passed a special resolution mentioned in that subsection; | | (ii) | a trustee for debenture holders of that listed corporation or ultimate holding company; | | (iii) | a debenture holder of that listed corporation or ultimate holding company; or | | (iv) | a creditor of that listed corporation or ultimate holding company; or |
| | (f) | by the Registrar. |
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(13) Where an application or applications opposing the giving of financial assistance by a company in accordance with a special resolution passed by the company is or are made to the Court under subsection (12), the Court —| (a) | must, in determining what order or orders to make in relation to the application or applications, 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 of the company or of any class of them; and | | (b) | must not make an order approving the giving of the financial assistance unless the Court is satisfied that —| (i) | the company has disclosed to the members of the company all material matters relating to the proposed financial assistance; and | | (ii) | the proposed financial assistance would not, after taking into account the financial position of the company (including any future or contingent liabilities), be likely to prejudice materially the interests of the creditors or members of the company or of any class of those creditors or members, |
| and may do all or any of the following: |
| (iii) | if it thinks fit, make an order for the purchase by the company of the interests of dissentient members of the company and for the reduction accordingly of the capital of the company; | | (iv) | 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 or by a subsidiary of the company) of the interests of dissentient members; | | (v) | give such ancillary or consequential directions and make such ancillary or consequential orders as it thinks expedient; | | (vi) | make an order disapproving the giving of the financial assistance or, subject to paragraph (b), an order approving the giving of the financial assistance. |
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| (14) Where the Court makes an order under this section in relation to the giving of financial assistance by a company, the company must, within 14 days after the order is made, lodge with the Registrar a copy of the order. |
| (15) The passing of a special resolution by a company for the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company, and the approval by the Court of the giving of the financial assistance, do not relieve a director of the company of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of the financial assistance. |
| (16) A reference in this section to an acquisition or proposed acquisition of shares or units of shares is a reference to any acquisition or proposed acquisition whether by way of purchase, subscription or otherwise. |
| (17) This section does not apply in relation to the doing of any act or thing pursuant to a contract entered into before 15 May 1987 if the doing of that act or thing would have been lawful if this Act had not been enacted. |
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| Consequences of company financing dealings in its shares, etc. |
76A.—(1) The following contracts or transactions made or entered into in contravention of section 76 are void:| (a) | a contract or transaction by which a company acquires or purports to acquire its own shares or units of its own shares, or shares or units of shares in its holding company or ultimate holding company, as the case may be; | | (b) | a contract or transaction by which a company lends money on the security of its own shares or units of its own shares, or on the security of shares or units of shares in its holding company or ultimate holding company, as the case may be. [36/2014] |
| (1A) Subsection (1) 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) Subject to subsection (1), a contract or transaction made or entered into in contravention of section 76, or a contract or transaction related to such contract or transaction, is voidable at the option of the company. The company may, subject to the following provisions of this section, avoid any contract or transaction to which this subsection applies by giving written notice to the other party or parties to the contract or transaction. |
| (3) The Court may, on the application of a member of a company, a holder of debentures of a company, a trustee for the holders of debentures of a company or a director of a company, by order, authorise the member, holder of debentures, trustee or director to give a notice or notices under subsection (2) in the name of the company. |
(4) Where —| (a) | a company makes or performs a contract, or engages in a transaction; | | (b) | the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or the contract or transaction is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section; and | | (c) | the Court is satisfied, on the application of the company or of any other person, that the company or that other person has suffered, or is likely to suffer, loss or damage as a result of —| (i) | the making or performance of the contract or the engaging in of the transaction; | | (ii) | the making or performance of a related contract or the engaging in of a related transaction; | | (iii) | the contract or transaction being void by reason of subsection (1) or avoided under subsection (2); or | | (iv) | a related contract or transaction being void by reason of subsection (1) or avoided under subsection (2), |
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| the Court may make such order or orders as it thinks just and equitable (including, without limiting the generality of the foregoing, all or any of the orders mentioned in subsection (5)) against any party to the contract or transaction or to the related contract or transaction, or against the company or against any person who aided, abetted, counselled or procured, or was, by act or omission, in any way, directly or indirectly, knowingly concerned in or party to the contravention. |
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(5) The orders that may be made under subsection (4) include —| (a) | an order directing a person to refund money or return property to the company or to another person; | | (b) | an order directing a person to pay to the company or to another person a specified amount of the loss or damage suffered by the company or other person; and | | (c) | an order directing a person to indemnify the company or another person against any loss or damage that the company or other person may suffer as a result of the contract or transaction or as a result of the contract or transaction being or having become void. |
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(6) If a certificate signed by not less than 2 directors, or by a director and a secretary, of a company stating that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be), inclusive, have been complied with in relation to the proposed giving by the company of financial assistance for the purposes of an acquisition or proposed acquisition by a person of shares or units in the company or in a holding company or ultimate holding company (as the case may be) of the company is given to a person —| (a) | the person to whom the certificate is given is not under any liability to have an order made against the person under subsection (4) by reason of any contract made or performed, or any transaction engaged in, by the person in reliance on the certificate; and | | (b) | any such contract or transaction is not invalid, and is not voidable under subsection (2), by reason that the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section. [36/2014] |
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| (7) Subsection (6) does not apply in relation to a person to whom a certificate is given under that subsection in relation to a contract or transaction if the Court, on application by the company concerned or any other person who has suffered, or is likely to suffer, loss or damage as a result of the making or performance of the contract or the engaging in of the transaction, or the making or performance of a related contract or the engaging in of a related transaction, by order, declares that it is satisfied that the person to whom the certificate was given became aware before the contract was made or the transaction was engaged in that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) had not been complied with in relation to the financial assistance to which the certificate related. [36/2014] |
| (8) For the purposes of subsection (7), a person is, in the absence of proof to the contrary, deemed to have been aware at a particular time of any matter of which an employee or agent of the person having duties or acting on behalf of the person in relation to the relevant contract or transaction was aware at the time. |
| (9) In any proceeding, a document purporting to be a certificate given under subsection (6) is, in the absence of proof to the contrary, deemed to be such a certificate and to have been duly given. |
| (10) A person who has possession of a certificate given under subsection (6) is, in the absence of proof to the contrary, deemed to be the person to whom the certificate was given. |
| (11) If a person signs a certificate stating that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) have been complied with in relation to the proposed giving by a company of financial assistance and any of those requirements had not been complied with in respect of the proposed giving of that assistance at the time when the certificate was signed by that person, the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both. [36/2014] |
| (12) It is a defence to a prosecution for an offence under subsection (11) if the defendant proves that at the time when the defendant signed the certificate he or she believed on reasonable grounds that all the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) had been complied with in respect of the proposed giving of financial assistance to which the certificate relates. [36/2014] |
| (13) The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability mentioned in that section extends to relieving a person against whom an order may be made under subsection (4) from the liability to have such an order made against the person. |
| (14) If a company makes a contract or engages in a transaction under which it gives financial assistance as mentioned in section 76(1) or lends money as mentioned in section 76(1A)(b), any contract or transaction made or engaged in as a result of or by means of, or in relation to, that financial assistance or money is deemed for the purposes of this section to be related to the firstmentioned contract or transaction. [36/2014] |
| (15) Any rights or liabilities of a person under this section (including rights or liabilities under an order made by the Court under this section) are in addition to and not in derogation of any rights or liabilities of that person apart from this section but, where there would be any inconsistency between the rights and liabilities of a person under this section or under an order made by the Court under this section and the rights and liabilities of that person apart from this section, the provisions of this section or of the order made by the Court prevails. |
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| Company may acquire its own shares |
| 76B.—(1) Despite section 76, a company may, in accordance with this section and sections 76C to 76G, purchase or otherwise acquire shares issued by it if it is expressly permitted to do so by its constitution. [36/2014] | (2) This section and sections 76C to 76G apply to ordinary shares, stocks and preference shares. |
(3) The total number of ordinary shares and stocks in any class that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of ordinary shares and stocks of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E unless —| (a) | the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or | | (b) | the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company. [36/2014] |
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| (3A) Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of ordinary shares and stocks of the company in any class is, despite subsection (3)(a) and (b), taken to be the total number of ordinary shares and stocks of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be. |
(3B) The total number of preference shares in any class which are not redeemable under section 70 that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of non‑redeemable preference shares of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E, unless —| (a) | the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or | | (b) | the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company. [36/2014] |
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| (3C) Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of non‑redeemable preference shares of the company in any class is, despite subsection (3B)(a) and (b), taken to be the total number of non‑redeemable preference shares of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be. |
| (3D) There is no limit on the number of redeemable preference shares that may be purchased or acquired by a company during the relevant period. |
| (3E) For the purposes of this section, any of the company’s ordinary shares held as treasury shares is to be disregarded. |
(4) In subsections (3), (3B) and (3D), “relevant period” means the period —| (a) | commencing from the date of a resolution passed pursuant to section 76C, 76D, 76DA or 76E (as the case may be); and | | (b) | expiring on the date the next annual general meeting is or is required by law to be held, whichever is the earlier. [36/2014] |
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| (5) Ordinary shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are, unless held in treasury in accordance with section 76H, deemed to be cancelled immediately on purchase or acquisition. |
| (5A) Preference shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are deemed to be cancelled immediately on purchase or acquisition. |
| (6) On the cancellation of a share under subsection (5) or (5A), the rights and privileges attached to that share expire. |
(7) A private company may purchase or acquire any of its shares under section 76C, 76D, 76DA or 76E by lodging the following with the Registrar:| (a) | a copy of a resolution mentioned in section 76C, 76D, 76DA or 76E; | | (b) | a notice of purchase or acquisition in the prescribed form with the following particulars:| (i) | the date of the purchase or acquisition; | | (ii) | the number of shares purchased or acquired; | | (iii) | the number of shares cancelled; | | (iv) | the number of shares held as treasury shares; | | (v) | the company’s issued share capital before the purchase or acquisition; | | (vi) | the company’s issued share capital after the purchase or acquisition; | | (vii) | the amount of consideration paid by the company for the purchase or acquisition of the shares; | | (viii) | whether the shares were purchased or acquired out of the profits or the capital of the company; | | (ix) | such other particulars as may be required in the prescribed form. [36/2014] |
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| (8) A purchase or acquisition by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] |
(9) Where a public company purchases or acquires shares issued by it under section 76C, 76D, 76DA or 76E —| (a) | within 30 days after the passing of a resolution mentioned in section 76C, 76D, 76DA or 76E (as the case may be) the directors of the company must lodge with the Registrar a copy of the resolution; | | (b) | within 30 days after the purchase or acquisition of the shares, the directors of the company must lodge a notice of purchase or acquisition in the prescribed form with the following particulars:| (i) | the date of the purchase or acquisition; | | (ii) | the number of shares purchased or acquired; | | (iii) | the number of shares cancelled; | | (iv) | the number of shares held as treasury shares; | | (v) | the company’s issued share capital before the purchase or acquisition; | | (vi) | the company’s issued share capital after the purchase or acquisition; | | (vii) | the amount of consideration paid by the company for the purchase or acquisition of the shares; | | (viii) | whether the shares were purchased or acquired out of the profits or the capital of the company; | | (ix) | such other particulars as may be required in the prescribed form; and |
| | (c) | for the purposes of this section, shares are deemed to be purchased or acquired on the date on which the company would, apart from subsection (5), become entitled to exercise the rights attached to the shares. [36/2014] |
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| (10) Nothing in this section or in sections 76C to 76G is to be construed so as to limit or affect an order of the Court made under any section that requires a company to purchase or acquire its own shares. |
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| Authority for off‑market acquisition on equal access scheme |
| 76C.—(1) A company, whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, may make a purchase or acquisition of its own shares otherwise than on an approved exchange in Singapore or any securities exchange outside Singapore (called in this section an off‑market purchase) if the purchase or acquisition is made in accordance with an equal access scheme authorised in advance by the company in general meeting. [36/2014; 4/2017] (2) The notice specifying the intention to propose the resolution to authorise an off‑market purchase must —| (a) | specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or acquired; | | (b) | determine the maximum price which may be paid for the shares; | | (c) | specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and | | (d) | specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position. [36/2014] |
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| (3) The resolution authorising an off‑market purchase mentioned in subsection (2) must state the particulars referred to in subsection (2)(a), (b) and (c). |
| (4) The authority for an off‑market purchase referred to in subsection (2) may, from time to time, be varied or revoked by the company in general meeting. |
(5) A resolution to confer or vary the authority for an off‑market purchase under this section may determine the maximum price for purchase or acquisition by —| (a) | specifying a particular sum; or | | (b) | providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. |
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(6) For the purposes of this section and sections 76D and 76DA, an “equal access scheme” means a scheme which satisfies all the following conditions:| (a) | the offers under the scheme are to be made to every person who holds shares to purchase or acquire the same percentage of their shares; | | (b) | all of those persons have a reasonable opportunity to accept the offers made to them; | | (c) | the terms of all the offers are the same except that there must be disregarded —| (i) | differences in consideration attributable to the fact that the offers relate to shares with different accrued dividend entitlements; | | (ii) | differences in consideration attributable to the fact that the offers relate to shares with different amounts remaining unpaid; and | | (iii) | differences in the offers introduced solely to ensure that each member is left with a whole number of shares. |
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| Authority for selective off‑market acquisition |
| 76D.—(1) A company may make a purchase or acquisition of its own shares otherwise than on a securities exchange and not in accordance with an equal access scheme (called in this section a selective off‑market purchase) if the purchase or acquisition is made in accordance with an agreement authorised in advance under subsection (2). [36/2014] | (2) The terms of the agreement for a selective off‑market purchase must be authorised by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons, and subsections (3) to (13) apply with respect to that authority and to resolutions conferring it. |
(3) The notice specifying the intention to propose a special resolution to authorise an agreement for a selective off‑market purchase must —| (a) | specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and | | (b) | specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position. |
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| (4) The special resolution authorising a selective off‑market purchase mentioned in subsection (2) must state the expiry date referred to in subsection (3)(a). |
(4A) If the special resolution mentioned in subsection (2) is proposed to be passed by written means under section 184A —| (a) | a person whose shares are proposed to be purchased or acquired or any of the person’s associated persons is not to be regarded as a member having the right to vote on the resolution at a general meeting of the company for the purposes of section 184A; | | (b) | subsection (7) does not apply; but all documents referred to in this section must be given to all members having the right to vote on the resolution at a general meeting for the purposes of section 184A at or before the time —| (i) | agreement to the resolution is sought in accordance with section 184C; or | | (ii) | documents referred to in section 183(3A) in respect of the resolution are served on or made accessible to them in accordance with section 183(3A), |
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| (5) The authority referred to in subsection (2) may, from time to time, be varied or revoked by a special resolution with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons. |
(6) For the purposes of subsections (2) and (5) —| (a) | a member or any of the member’s associated persons who holds any of the shares to which the resolution relates is regarded as exercising the voting rights carried by those shares not only if the member or person votes in respect of them on a poll on the question whether the resolution should be passed, but also if the member or person votes on the resolution otherwise than on a poll; | | (b) | despite anything in the company’s constitution, any member of the company may demand a poll on that question; and | | (c) | a vote and a demand for a poll by a person as proxy for a member or any of the member’s associated persons are the same respectively as a vote and a demand by the member. [36/2014] |
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(7) The special resolution mentioned in subsection (2) is not effective for the purposes of this section unless (if the proposed agreement is in writing) a copy of the agreement or (if not) a written memorandum of its terms is available for inspection by members of the company both —| (a) | at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and | | (b) | at the meeting itself. |
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| (8) A memorandum of terms so made available must include the names of any members holding shares to which the agreement relates and where a member holds such shares as nominee for another person, the name of that other person; and a copy of the agreement so made available must have annexed to it a written memorandum specifying any such names which do not appear in the agreement itself. |
| (9) A company may agree to a variation of an existing agreement so approved, but only if the variation is authorised, before it is agreed to, by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons. |
| (10) Subsections (3) to (7) apply to the authority for a proposed variation as they apply to the authority for a proposed agreement except that a copy of the original agreement or (as the case may require) a memorandum of its terms, together with any variations previously made, must also be available for inspection in accordance with subsection (7). |
| (11) The rights of a company under an agreement for a selective off‑market purchase approved under this section are not capable of being assigned except by order of the Court made pursuant to any provision of this Act or any other written law. |
| (12) An agreement by a company to release its rights under an agreement for a selective off‑market purchase approved under this section is void unless the terms of the release agreement are approved in advance before the agreement is entered into by a special resolution of the company with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons; and subsections (3) to (7) apply to the approval for a proposed release agreement as they apply to authority for the proposed variation of an existing agreement. |
(13) A resolution to confer or vary authority for a selective off‑market purchase under this section may determine the maximum price for purchase or acquisition by —| (a) | specifying a particular sum; or | | (b) | providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. |
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(14) In this section, “associated person”, in relation to a person, means —| (a) | the person’s spouse, child or stepchild; or | | (b) | a person who would, by virtue of section 7(5), be treated as an associate of the firstmentioned person. |
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| Contingent purchase contract |
| 76DA.—(1) A company may, whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, make a purchase or acquisition of its own shares under a contingent purchase contract if the proposed contingent purchase contract is authorised in advance by a special resolution of the company. [36/2014; 4/2017] | (2) Subject to subsection (3), the authority under subsection (1) may, from time to time, be varied or revoked by a special resolution of the company. |
| (3) The notice specifying the intention to propose a special resolution to authorise a contingent purchase contract must specify a date on which the authority is to expire and that date must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier. |
(4) The special resolution mentioned in subsection (1) is invalid for the purposes of this section unless a copy of the proposed contingent purchase contract is available for inspection by members of the company —| (a) | at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and | | (b) | at the meeting itself. |
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| (5) A company may agree to a variation of an existing contingent purchase contract so approved if, and only if, the variation is authorised, before it is agreed to, by a special resolution of the company. |
| (6) Subsections (2), (3) and (4) apply to the authority for a proposed variation as they apply to the authority for a proposed contingent purchase contract, except that a copy of the original contract, together with any variations previously made, must also be available for inspection in accordance with subsection (4). |
(7) The company may only make an offer to enter into a contingent purchase contract in accordance with all of the following conditions:| (a) | the offer must be made to every person who holds shares of the same class in the company; | | (b) | the number of shares that a company is obliged or entitled to purchase or acquire under the contract from any person, in relation to the total number of shares of the same class held by that person, must be of the same proportion for every person who holds shares of that class to whom the offer is made; | | (c) | the terms of all offers in respect of each class of shares must be the same. |
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| (8) To avoid doubt, the company may purchase or acquire shares under a contingent purchase contract from any person whether or not the offer to enter into the contract was originally made to the person. |
(9) In this section, “contingent purchase contract” means a contract entered into by a company and relating to any of its shares —| (a) | which does not amount to a contract to purchase or acquire those shares; but | | (b) | under which the company may (subject to any condition) become entitled or obliged to purchase or acquire those shares. |
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| Authority for market acquisition |
76E.—(1) A company must not make a purchase or acquisition of its own shares on a securities exchange (called in this section a market purchase) unless the purchase or acquisition has been authorised in advance by the company in general meeting.(2) The notice specifying the intention to propose the resolution to authorise a market purchase must —| (a) | specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or acquired; | | (b) | determine the maximum price which may be paid for the shares; | | (c) | specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and | | (d) | specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position. [36/2014] |
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| (3) The authority for a market purchase may be unconditional or subject to conditions and must state the particulars referred to in subsection (2)(a), (b) and (c). |
| (4) The authority for a market purchase may, from time to time, be varied or revoked by the company in general meeting but the variation must comply with subsections (2) and (3). |
(5) A resolution to confer or vary authority for a market purchase under this section may determine the maximum price for purchase or acquisition by —| (a) | specifying a particular sum; or | | (b) | providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. |
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| Payments to be made only if company is solvent |
76F.—(1) A payment made by a company in consideration of —| (a) | acquiring any right with respect to the purchase or acquisition of its own shares in accordance with section 76C, 76D, 76DA or 76E; | | (b) | the variation of an agreement approved under section 76D or 76DA; or | | (c) | the release of any of the company’s obligations with respect to the purchase or acquisition of any of its own shares under an agreement approved under section 76D or 76DA, |
| may be made out of the company’s capital or profits so long as the company is solvent. |
| (1A) A payment referred to in subsection (1)(a) includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition by the company of its own shares. [36/2014] |
(2) If the requirements in subsection (1) are not satisfied in relation to an agreement —| (a) | in a case within subsection (1)(a) — no purchase or acquisition by the company of its own shares pursuant to that agreement is lawful; | | (b) | in a case within subsection (1)(b) — no such purchase or acquisition following the variation is lawful; and | | (c) | in a case within subsection (1)(c) — the purported release is void. |
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| (3) Every director or chief executive officer of a company who approves or authorises, the purchase or acquisition of the company’s own shares or the release of obligations, knowing that the company is not solvent shall, without affecting any other liability, be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years. [36/2014] |
(4) For the purposes of this section, a company is solvent if at the date of the payment mentioned in subsection (1) the following conditions are satisfied:| (a) | there is no ground on which the company could be found to be unable to pay its debts; | | (b) | if —| (i) | it is intended to commence winding up of the company within the period of 12 months immediately after the date of the payment, the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or | | (ii) | it is not intended so to commence winding up, the company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of the payment; |
| | (c) | the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed purchase, acquisition, variation or release (as the case may be), become less than the value of its liabilities (including contingent liabilities). [36/2014] |
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| Reduction of capital or profits or both on cancellation of repurchased shares |
76G.—(1) Where under section 76C, 76D, 76DA or 76E, shares of a company are purchased or acquired, and cancelled under section 76B(5), the company must —| (a) | reduce the amount of its share capital where the shares were purchased or acquired out of the capital of the company; | | (b) | reduce the amount of its profits where the shares were purchased or acquired out of the profits of the company; or | | (c) | reduce the amount of its share capital and profits proportionately where the shares were purchased or acquired out of both the capital and the profits of the company, |
| by the total amount of the purchase price paid by the company for the shares cancelled. |
[36/2014] | (2) For the purpose of subsection (1), the total amount of the purchase price referred to in that subsection includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition of the shares of a company which is paid out of the company’s capital or profits under section 76F(1). [36/2014] |
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76H.—(1) Where ordinary shares or stocks are purchased or otherwise acquired by a company in accordance with sections 76B to 76G, the company may —| (a) | hold the shares or stocks (or any of them); or | | (b) | deal with any of them, at any time, in accordance with section 76K. |
| (2) Where ordinary shares or stocks are held under subsection (1)(a) then, for the purposes of section 190 (Register and index of members) and section 196A (Electronic register of members), the company must be entered in the register as the member holding those shares or stocks. [36/2014] |
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| Treasury shares: maximum holdings |
76I.—(1) Where a company has shares of only one class, the aggregate number of shares held as treasury shares must not at any time exceed 10% of the total number of shares of the company at that time.| (2) Where the share capital of a company is divided into shares of different classes, the aggregate number of the shares of any class held as treasury shares must not at any time exceed 10% of the total number of the shares in that class at that time. |
| (3) Where subsection (1) or (2) is contravened by a company, the company must dispose of or cancel the excess shares in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow. |
| (4) In subsection (3), “the excess shares” means such number of the shares, held by the company as treasury shares at the time in question, as resulted in the limit being exceeded. |
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| Treasury shares: voting and other rights |
76J.—(1) This section applies to shares which are held by a company as treasury shares.| (2) The company must not exercise any right in respect of the treasury shares and any purported exercise of such a right is void. |
| (3) The rights to which subsection (2) applies include any right to attend or vote at meetings (including meetings under section 210) and for the purposes of this Act, the company is to be treated as having no right to vote and the treasury shares are to be treated as having no voting rights. |
| (4) No dividend may be paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding up) may be made, to the company in respect of the treasury shares. |
(5) Nothing in this section is to be taken as preventing —| (a) | an allotment of shares as fully paid bonus shares in respect of the treasury shares; or | | (b) | the subdivision or consolidation of any treasury share into treasury shares of a greater or smaller number, if the total value of the treasury shares after the subdivision or consolidation is the same as the total value of the treasury share before the subdivision or consolidation, as the case may be. [36/2014] |
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| (6) Any shares allotted as fully paid bonus shares in respect of the treasury shares are to be treated for the purposes of this Act as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied. |
|
| Treasury shares: disposal and cancellation |
76K.—(1) Subject to subsection (1A), where shares are held by a private company as treasury shares, the company may at any time —| (a) | sell the shares (or any of them) for cash; | | (b) | transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for employees, directors or other persons; | | (c) | transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; | | (d) | cancel the shares (or any of them); or | | (e) | sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe. [36/2014] |
| (1A) A private company may cancel or dispose of treasury shares pursuant to subsection (1) by lodging a prescribed notice of the cancellation or disposal of treasury shares with the Registrar together with the prescribed fee. [36/2014] |
| (1B) A cancellation or disposal of treasury shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] |
(1C) Where shares are held by a public company as treasury shares, the company may at any time —| (a) | sell the shares (or any of them) for cash; | | (b) | transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for its employees, directors or other persons; | | (c) | transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; | | (d) | cancel the shares (or any of them); or | | (e) | sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe. [36/2014] |
|
| (1D) Where a public company cancels or disposes treasury shares in accordance with subsection (1C), the directors of the company must lodge with the Registrar a prescribed notice of the cancellation or disposal of treasury shares together with the prescribed fee within 30 days after the cancellation or disposal of treasury shares. [36/2014] |
(2) In subsections (1)(a) and (1C)(a), “cash”, in relation to a sale of shares by a company, means —| (a) | cash (including foreign currency) received by the company; | | (b) | a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid; | | (c) | a release of a liability of the company for a liquidated sum; or | | (d) | an undertaking to pay cash to the company on or before a date not more than 90 days after the date on which the company agrees to sell the shares. [36/2014] |
|
| (3) But if the company receives a notice under section 215 (Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority) that a person desires to acquire any of the shares, the company must not, under subsection (1) or (1C) (as the case may be), sell or transfer the shares to which the notice relates except to that person. [36/2014] |
| (4) The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) or (1C) (as the case may be) without complying with section 78B (Reduction of share capital by private company), 78C (Reduction of share capital by public company) or 78I (Court order approving reduction). [36/2014] |
|
| Options over unissued shares |
77.—(1) An option granted after 29 December 1967 by a public company which enables any person to take up unissued shares of the company after a period of 5 years has elapsed from the date on which the option was granted is void.| (1A) An option granted on or after 18 November 1998 by a public company which enables any employee of that company or its related corporation (including any director holding a salaried office or employment in that company or corporation) to take up unissued shares of the company after a period of 10 years has elapsed from the date on which the option was granted is void and subsection (1) does not apply to such an option. |
| (2) Subsection (1) or (1A) does not apply in any case where the holders of debentures have an option to take up shares of the company by way of redemption of the debentures. |
|
| Power of company to pay interest out of capital in certain cases |
78. Where any shares of a company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a long period, the company may pay interest on so much of such share capital (except treasury shares) as is for the time being paid up and charge the interest so paid to capital as part of the cost of the construction or provision but —| (a) | no such payment may be made unless it is authorised, by the constitution or by special resolution, and is approved by the Court; | | (b) | before approving any such payment, the Court may at the expense of the company appoint a person to inquire and report as to the circumstances of the case, and may require the company to give security for the payment of the costs of the inquiry; | | (c) | the payment is to be made only for such period as is determined by the Court, but in no case extending beyond a period of 12 months after the works or buildings have been actually completed or the plant provided; | | (d) | the rate of interest must in no case exceed 5% per annum or such other rate as is for the time being prescribed; and | | (e) | the payment of the interest does not operate as a reduction of the amount paid up on the shares in respect of which it is paid. [36/2014] |
|
| Division 3A — Reduction of share capital |
78A.—(1) A company may reduce its share capital under the provisions of this Division in any way and, in particular, do all or any of the following:| (a) | extinguish or reduce the liability on any of its shares in respect of share capital not paid up; | | (b) | cancel any paid‑up share capital which is lost or unrepresented by available assets; | | (c) | return to shareholders any paid‑up share capital which is more than it needs. |
| (2) A company may not reduce its share capital in any way except by a procedure provided for it by the provisions of this Division. |
| (3) A company’s constitution may exclude or restrict any power to reduce share capital conferred on the company by this Division. [36/2014] |
(4) In this Division —“reduction information”, in relation to a proposed reduction of share capital by a special resolution of a company, means the following information:| (a) | the amount of the company’s share capital that is thereby reduced; | | (b) | the number of shares that are thereby cancelled; |
|
| “resolution date”, in relation to a resolution, means the date when the resolution is passed. [36/2014] |
|
| (5) This Division does not apply to an unlimited company, and does not preclude such a company from reducing in any way its share capital. |
| (5A) This Division does not apply to any redemption of preference shares issued by a company under section 70(1) which results in a reduction in the company’s share capital. [36/2014] |
| (6) This Division does not apply to the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G. |
|
| Reduction of share capital by private company |
78B.—(1) A private company limited by shares may reduce its share capital in any way by a special resolution if the company —| (a) | [Deleted by Act 36 of 2014] | | (b) | meets the solvency requirements; and | | (c) | meets such publicity requirements as may be prescribed by the Minister, |
| but the resolution and the reduction of the share capital take effect only as provided by section 78E. |
[36/2014] (2) Despite subsection (1), the company need not meet the solvency requirements if the reduction of share capital does not involve any of the following:| (a) | a reduction or distribution of cash or other assets by the company; | | (b) | a release of any liability owed to the company. [36/2014] |
|
(3) For the purposes of subsection (1), the company meets the solvency requirements if —| (a) | all the directors of the company make a solvency statement in relation to the reduction of capital; and | | (b) | the statement is made —| (i) | in time for subsection (4)(a) to be complied with; but | | (ii) | not before the beginning of the period of 20 days ending with the resolution date. [21/2005; 36/2014] |
|
|
(4) Unless subsection (2) applies, the company —| (a) | must —| (i) | if the resolution for reducing share capital is a special resolution to be passed by written means under section 184A — ensure that every copy of the resolution served under section 183(3A) or 184C(1) (as the case may be) is accompanied by a copy of the solvency statement; or | | (ii) | if the resolution is a special resolution to be passed in a general meeting — throughout that meeting make the solvency statement or a copy of it available for inspection by the members at that meeting; and |
| | (b) | must, throughout the 6 weeks beginning with the resolution date, make the solvency statement or a copy of it available at the company’s registered office for inspection free of charge by any creditor of the company. |
|
| (5) The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence. |
| (6) Any requirement under subsection (4)(b) ceases if the resolution is revoked. |
|
| Reduction of share capital by public company |
78C.—(1) A public company may reduce its share capital in any way by a special resolution if the company —| (a) | [Deleted by Act 36 of 2014] | | (b) | meets the solvency requirements; and | | (c) | meets such publicity requirements as may be prescribed by the Minister, |
| but the resolution and the reduction of the share capital take effect only as provided by section 78E. |
(2) Despite subsection (1), the company need not meet the solvency requirements if the reduction of share capital does not involve any of the following:| (a) | a reduction or distribution of cash or other assets by the company; | | (b) | a release of any liability owed to the company. [36/2014] |
|
(3) The company meets the solvency requirements if —| (a) | all the directors of the company make a solvency statement in relation to the reduction of share capital; | | (b) | the statement is made —| (i) | in time for subsection (4)(a) to be complied with; but | | (ii) | not before the beginning of the period of 30 days ending with the resolution date; and |
| | (c) | a copy of the solvency statement is lodged with the Registrar, together with the copy of the resolution required to be lodged with the Registrar under section 186, within 15 days beginning with the resolution date. [36/2014] |
|
(4) Unless subsection (2) applies, the company must —| (a) | throughout the meeting at which the resolution is to be passed — make the solvency statement or a copy of it available for inspection by the members at the meeting; and | | (b) | throughout the 6 weeks beginning with the resolution date — make the solvency statement or a copy of it available at the company’s registered office for inspection free of charge by any creditor of the company. |
|
| (5) The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence. |
| (6) Any requirement under subsection (3)(c) or (4)(b) ceases if the resolution is revoked. |
|
| Creditor’s right to object to company’s reduction |
78D.—(1) This section applies where a company has passed a special resolution for reducing share capital under section 78B or 78C.| (2) Any creditor of the company to which this subsection applies may, at any time during the 6 weeks beginning with the resolution date, apply to the Court for the resolution to be cancelled. |
| (3) Subsection (2) applies to a creditor of the company who, at the date of the creditor’s application to the Court, is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company. |
(4) When an application is made under subsection (2) —| (a) | the creditor must as soon as possible serve the application on the company; and | | (b) | the company must as soon as possible give to the Registrar notice of the application. |
|
|
| Position at end of period for creditor objections |
78E.—(1) Where —| (a) | a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)(c) and the solvency requirements under section 78B(3) (if applicable); and | | (b) | no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date, |
| for the reduction of share capital to take effect, the company must lodge with the Registrar — |
| (c) | a copy of the resolution in accordance with section 186; and | | (d) | the following documents after the end of 6 weeks, and before the end of 8 weeks, beginning with the resolution date:| (i) | a copy of the solvency statement under section 78B(3) (if applicable); | | (ii) | a statement made by the directors confirming that the requirements under section 78B(1)(c) and the solvency requirements under section 78B(3) (if applicable) have been complied with, and that no application for cancellation of the resolution has been made; | | (iii) | a notice containing the reduction information. [36/2014] |
|
(2) Where —| (a) | a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)(c) and the solvency requirements (if applicable) under section 78C(3); and | | (b) | no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date, |
| for the reduction of share capital to take effect, the company must lodge with the Registrar the following documents after the end of 6 weeks, and before the end of 8 weeks, beginning with the resolution date: |
| (c) | a statement made by the directors confirming that the requirements under section 78C(1)(c) and the solvency requirements under section 78C(3) (if applicable) have been complied with, and that no application for cancellation of the resolution has been made; | | (d) | a notice containing the reduction information. [36/2014] |
|
(3) Where —| (a) | a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)(c) and the solvency requirements under section 78B(3) (if applicable); but | | (b) | during the 6 weeks beginning with the resolution date, one or more applications for cancellation of the resolution are made under section 78D(2), |
| for the reduction of share capital to take effect, the following conditions must be satisfied: |
| (c) | the company has complied with section 78D(4)(b) (notification to Registrar) in relation to all such applications; | | (d) | the proceedings in relation to each such application have been brought to an end —| (i) | by the dismissal of the application under section 78F; or | | (ii) | without determination (for example, because the application has been withdrawn); |
| | (e) | the company has, within 15 days beginning with the date on which the last such proceedings were brought to an end in accordance with paragraph (d), lodged with the Registrar —| (i) | a statement made by the directors confirming that the requirements under section 78B(1)(c), the solvency requirements under section 78B(3) (if applicable) and section 78D(4)(b) have been complied with, and that the proceedings in relation to each such application have been brought to an end by the dismissal of the application or without determination; | | (ii) | in relation to each such application which has been dismissed by the Court, a copy of the order of the Court dismissing the application; and | | (iii) | a notice containing the reduction information. [36/2014] |
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|
(4) Where —| (a) | a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)(c) and the solvency requirements under section 78C(3) (if applicable); but | | (b) | during the 6 weeks beginning with the resolution date, one or more applications for cancellation of the resolution are made under section 78D(2), |
| for the reduction of capital to take effect, the following conditions must be satisfied: |
| (c) | the company has complied with section 78D(4)(b) (notification to Registrar) in relation to all such applications; | | (d) | the proceedings in relation to each such application have been brought to an end —| (i) | by the dismissal of the application under section 78F; or | | (ii) | without determination (for example, because the application has been withdrawn); |
| | (e) | the company has, within 15 days beginning with the date on which the last such proceedings were brought to an end in accordance with paragraph (d), lodged with the Registrar —| (i) | a statement made by the directors confirming that the requirements under section 78C(1)(c), the solvency requirements under section 78C(3) (if applicable) and section 78D(4) have been complied with, and that the proceedings in relation to each such application have been brought to an end by the dismissal of the application or without determination; | | (ii) | in relation to each such application which has been dismissed by the Court, a copy of the order of the Court dismissing the application; and | | (iii) | a notice containing the reduction information. [36/2014] |
|
|
| (5) The resolution in a case referred to in subsection (1), (2), (3) or (4), and the reduction of the share capital, take effect when the Registrar has recorded the information lodged with him or her in the appropriate register. |
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| Power of Court where creditor objection made |
78F.—(1) An application by a creditor under section 78D is to be determined by the Court in accordance with this section.(2) The Court must make an order cancelling the resolution if, at the time the application is considered, the resolution has not been cancelled previously, any debt or claim on which the application was based is outstanding and the Court is satisfied that —| (a) | the debt or claim has not been secured and the applicant does not have other adequate safeguards for it; and | | (b) | it is not the case that security or other safeguards are unnecessary in view of the assets that the company would have after the reduction. |
|
| (3) Otherwise, the Court is to dismiss the application. |
| (4) Where the Court makes an order under subsection (2), the company must send notice of the order to the Registrar within 15 days beginning with the date the order is made. |
| (5) If a company contravenes subsection (4), every officer of the company who is in default shall be guilty of an offence. |
| (6) For the purposes of this section, a debt is outstanding if it has not been discharged, and a claim is outstanding if it has not been terminated. |
|
| Reduction by special resolution subject to Court approval |
78G.—(1) A company limited by shares may, as an alternative to reducing its share capital under section 78B or 78C, reduce it in any way by a special resolution approved by an order of the Court under section 78I, but the resolution and the reduction of the share capital do not take effect until —| (a) | that order has been made; | | (b) | the company has complied with section 78I(3) (lodgment of information with Registrar); and | | (c) | the Registrar has recorded the information lodged with him or her under section 78I(3) in the appropriate register. |
| (2) [Deleted by Act 36 of 2014] |
|
78H.—(1) This section applies if a company makes an application under section 78G(1) and the proposed reduction of share capital involves either —| (a) | a reduction of liability in respect of unpaid share capital; or | | (b) | the payment to a shareholder of any paid‑up share capital, |
| and also applies if the Court so directs in any other case where a company makes an application under that section. |
| (2) Upon the application to the Court, the Court is to settle a list of qualifying creditors. |
(3) If the proposed reduction of share capital involves either —| (a) | a reduction of liability in respect of unpaid share capital; or | | (b) | the payment to a shareholder of any paid‑up share capital, |
| the Court may, if having regard to any special circumstances of the case it thinks it appropriate to do so, direct that any class or classes of creditors are not qualifying creditors. |
|
(4) For the purpose of settling the list of qualifying creditors, the Court —| (a) | must ascertain, as far as possible without requiring an application from any creditor, the names of qualifying creditors and the nature and amount of their debts or claims; and | | (b) | may publish notices fixing a day or days within which creditors not included in the list are to claim to be so included or are to be excluded from the list. |
|
(5) Any officer of the company who —| (a) | intentionally conceals the name of a qualifying creditor; | | (b) | intentionally misrepresents the nature or amount of the debt or claim of any creditor; or | | (c) | aids, abets or is privy to any such concealment or misrepresentation, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years. |
|
| (6) In this section and section 78I but subject to subsection (3), “qualifying creditor” means a creditor of the company who, at a date fixed by the Court, is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company. |
|
| Court order approving reduction |
78I.—(1) On an application by a company under section 78G(1), the Court may, subject to subsection (2), make an order approving the reduction in share capital unconditionally or on such terms and conditions as it thinks fit.(2) If, at the time the Court considers the application, there is a qualifying creditor within the meaning of section 78H —| (a) | who is included in the Court’s list of qualifying creditors under that section; and | | (b) | whose claim has not been terminated or whose debt has not been discharged, |
| the Court must not make an order approving the reduction unless satisfied, as respects each qualifying creditor, that — |
| (c) | the qualifying creditor has consented to the reduction; | | (d) | the qualifying creditor’s debt or claim has been secured or the qualifying creditor has other adequate safeguards for it; or | | (e) | security or other safeguards are unnecessary in view of the assets the company would have after the reduction. |
|
(3) Where an order is made under this section approving a company’s reduction in share capital, the company must (for the reduction to take effect) lodge with the Registrar —| (a) | a copy of the order; and | | (b) | a notice containing the reduction information, |
| within 90 days beginning with the date the order is made, or within such longer period as the Registrar may, on the application of the company and on receiving the prescribed fee, allow. |
|
|
| Offences for making groundless or false statements |
78J. A director making a statement under section 78E(1)(d)(ii), (2)(c), (3)(e)(i) or (4)(e)(i) shall be guilty of an offence if the statement —| (a) | is false; and | | (b) | is not believed by the director to be true. |
|
| Liability of members on reduced shares |
78K. Where a company’s share capital is reduced under any provision of this Division, a member of the company (past or present) is not liable in respect of the issue price of any share to any call or contribution greater in amount than the difference (if any) between —| (a) | the issue price of the share; and | | (b) | the aggregate of the amount paid up on the share (if any) and the amount reduced on the share. |
|
| Division 4 — Substantial shareholdings |
| Application and interpretation of Division |
79.—(1) This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act.(2) A reference to a company is a reference —| (a) | [Deleted by Act 2 of 2009] | | (b) | to a body corporate, being a body incorporated in Singapore, that is for the time being declared by the Minister, by notification in the Gazette, to be a company for the purposes of this Division; or | | (c) | to a body, not being a body corporate formed in Singapore, that is for the time being declared by the Minister, by notification in the Gazette, to be a company for the purposes of this Division. [2/2009] |
|
| (3) In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock is deemed to be an interest in an issued share in the company having attached to it the same rights as are attached to that stock. |
| (4) A reference in the definition of “voting share” in section 4(1) to a body corporate includes a reference to a body referred to in subsection (2)(c). |
|
| Persons obliged to comply with Division |
80.—(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate, whether incorporated or carrying on business in Singapore or not.| (2) This Division extends to acts done or omitted to be done outside Singapore. |
| (3) The Minister may, by order in the Gazette, exempt any person or any class of persons from all or any of the provisions of this Division, subject to such terms or conditions as may be prescribed. |
|
| Substantial shareholdings and substantial shareholders |
81.—(1) For the purposes of this Division, a person has a substantial shareholding in a company if —| (a) | the person has an interest or interests in one or more voting shares in the company; and | | (b) | the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares in the company. |
(2) For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into 2 or more classes of shares, if —| (a) | the person has an interest or interests in one or more voting shares included in one of those classes; and | | (b) | the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares included in that class. |
|
| (3) For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company. |
| (4) In this section and section 83, “voting shares” exclude treasury shares. |
|
| Substantial shareholder to notify company of interests |
82.—(1) A person who is a substantial shareholder in a company must give written notice to the company stating the person’s name and address and full particulars (including, unless the interest or interests cannot be related to a particular share or shares, the name of the person who is registered as the holder) of the voting shares in the company in which the person has an interest or interests and full particulars of each such interest and of the circumstances by reason of which the person has that interest.(2) The notice must be given —| (a) | if the person was a substantial shareholder on 1 October 1971 — within one month after that date; or | | (b) | if the person became a substantial shareholder after that date — within 2 business days after becoming a substantial shareholder. |
|
| (3) The notice must be so given even though the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) is applicable. |
|
| Substantial shareholder to notify company of change in interests |
83.—(1) Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a company in voting shares in the company, the substantial shareholder must give written notice to the company stating the information specified in subsection (2) within 2 business days after the substantial shareholder becomes aware of such a change.(2) The information referred to in subsection (1) is —| (a) | the name and address of the substantial shareholder; | | (b) | the date of the change and the circumstances leading to that change; and | | (c) | such other particulars as may be prescribed. |
|
(3) In subsection (1), “percentage level”, in relation to a substantial shareholder, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has an interest or interests immediately before or (as the case may be) immediately after the relevant time as a percentage of the total votes attached to —| (a) | all the voting shares in the company; or | | (b) | where the share capital of the company is divided into 2 or more classes of shares, all the voting shares included in the class concerned, |
| and, if it is not a whole number, rounding that figure down to the next whole number. |
|
|
| Person who ceases to be substantial shareholder to notify company |
84.—(1) A person who ceases to be a substantial shareholder in a company must give written notice to the company stating the person’s name and the date on which the person ceased to be a substantial shareholder and full particulars of the circumstances by reason of which the person ceased to be a substantial shareholder.| (2) The notice must be given within 2 business days after the person ceased to be a substantial shareholder. |
|
| References to operation of section 7 |
85. The circumstances required to be stated in the notice under section 82, 83 or 84 include circumstances by reason of which, having regard to section 7 —| (a) | a person has an interest in voting shares; | | (b) | a change has occurred in an interest in voting shares; or | | (c) | a person has ceased to be a substantial shareholder in a company, |
|
| Persons holding shares as trustees |
86.—(1) A person who holds voting shares in a company, being voting shares in which a non‑resident has an interest, must give to the non‑resident a notice in the prescribed form as to the requirements of this Division.(2) The notice must be given —| (a) | if the firstmentioned person holds the shares on 1 October 1971 — within 14 days after that date; or | | (b) | if the firstmentioned person did not hold the shares on that date — within 2 days after becoming the holder of the shares. |
|
| (2A) This section does not apply to the Depository as the registered holder of a company’s shares. [36/2014] |
| (3) In this section, “non‑resident” means a person who is not resident in Singapore or a body corporate that is not incorporated in Singapore. |
| (4) Nothing in this section affects the operation of section 80. |
|
| Registrar may extend time for giving notice under this Division |
| 87. The Registrar may, on the application of a person who is required to give a notice under this Division, in the Registrar’s discretion, extend, or further extend, the time for giving the notice. |
| Company to keep register of substantial shareholders |
88.—(1) A company must keep a register in which it must immediately enter —| (a) | in alphabetical order the names of persons from whom it has received a notice under section 82; and | | (b) | against each name so entered, the information given in the notice and, where it receives a notice under section 83 or 84, the information given in that notice. |
| (2) The register must be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in Singapore and must be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the company requires. |
| (3) A person may request the company to furnish the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company must send the copy to that person, within 14 days or such longer period as the Registrar thinks fit, after the day on which the request is received by the company. |
| (4) The Registrar may at any time in writing require the company to furnish the Registrar with a copy of the register or any part of the register and the company must furnish the copy within 7 days after the day on which the requirement is received by the company. |
| (5) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction. |
(6) A company is not, by reason of anything done under this Division —| (a) | to be taken for any purpose to have notice of; or | | (b) | to be put upon inquiry as to, |
| a right of a person to or in relation to a share in the company. |
|
|
| Offences against certain sections |
| 89. A person who fails to comply with section 82, 83, 84 or 86 shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction. |
90.—(1) It is a defence to a prosecution for failing to comply with section 82, 83, 84 or 86 if the defendant proves that the defendant’s failure was due to the defendant not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —| (a) | the defendant was not so aware on the date of the summons; or | | (b) | the defendant became so aware less than 7 days before the date of the summons. |
(2) For the purposes of subsection (1), a person is conclusively presumed to have been aware of a fact or occurrence at a particular time —| (a) | of which the person would, if the person had acted with reasonable diligence in the conduct of the person’s affairs, have been aware at that time; or | | (b) | of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her master’s or principal’s interest or interests in a share or shares in the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master’s or principal’s affairs, have been aware at that time. |
|
|
| Powers of Court with respect to defaulting substantial shareholders |
91.—(1) Where a person is a substantial shareholder, or at any time after 1 October 1971 has been a substantial shareholder in a company and has failed to comply with section 82, 83 or 84, the Court may, on the application of the Minister, whether or not that failure still continues, make one or more of the following orders:| (a) | an order restraining the person from disposing of any interest in shares in the company in which the person is or has been a substantial shareholder; | | (b) | an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in paragraph (a) from disposing of any interest in those shares; | | (c) | an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest; | | (d) | an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest; | | (e) | an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest; | | (f) | an order directing the company not to register the transfer or transmission of specified shares; | | (g) | an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded; | | (h) | for the purposes of securing compliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing a specified act. |
| (2) Any order made under this section may include such ancillary or consequential provisions as the Court thinks just. |
| (3) An order made under this section directing the sale of a share may provide that the sale must be made within such time and subject to such conditions (if any) as the Court thinks fit, including, if the Court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial shareholder in the company. |
| (4) The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share vests in the Registrar. |
| (5) The Court must, before making an order under this section and in determining the terms of such an order, satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person. |
(6) The Court must not make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied —| (a) | that the failure of the substantial shareholder to comply as mentioned in subsection (1) was due to the substantial shareholder’s inadvertence or mistake or to the substantial shareholder not being aware of a relevant fact or occurrence; and | | (b) | that in all the circumstances, the failure ought to be excused. |
|
| (7) The Court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both. |
| (8) The Court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order. |
| (9) Section 214 of the Insolvency, Restructuring and Dissolution Act 2018 applies in relation to a share that vests in the Registrar under this section as it applies in relation to an estate or interest in property vested in the Official Receiver under the firstmentioned section. [40/2018] |
| (10) Any person who contravenes or fails to comply with an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and, in the case of a continuing offence, to a further fine of $500 for every day during which the offence continues after conviction. |
| (11) Subsection (10) does not affect the powers of the Court in relation to the punishment of contempt of the Court. |
|
| 92. [Repealed by Act 2 of 2009] |
| Register of debenture holders and copies of trust deed |
93.—(1) Every company which issues debentures (not being debentures transferable by delivery) must keep a register of holders of the debentures at the registered office of the company or at some other place in Singapore.| (2) Every company must within 7 days after the register is first kept at a place other than the registered office lodge with the Registrar notice of the place where the register is kept and must, within 7 days after any change in the place at which the register is kept, lodge with the Registrar notice of the change. |
| (3) The register must except when duly closed be open to the inspection of the registered holder of any debentures and of any holder of shares in the company and must contain particulars of the names and addresses of the debenture holders and the amount of debentures held by them. |
| (4) For the purposes of this section, a register is deemed to be duly closed if closed in accordance with the provisions contained in the constitution or in the debentures or debenture stock certificates, or in the trust deed or other document relating to or securing the debentures, during such periods (not exceeding in the aggregate 30 days in any calendar year) as is therein specified. [36/2014] |
| (5) Every registered holder of debentures and every holder of shares in a company must, at the request of the holder of debentures or shares, be supplied by the company with a copy of the register of the holders of debentures of the company or any part thereof on payment of $1 for every page or part thereof required to be copied, but the copy need not include any particulars as to any debenture holder other than the debenture holder’s name and address and the debentures held by the debenture holder. |
| (6) A copy of any trust deed relating to or securing any issue of debentures must be forwarded by the company to a holder of those debentures at the holder’s request on payment of the sum of $3 or such less sum as is fixed by the company, or where the copy has to be specially made to meet the request on payment of $1 for every page or part thereof required to be copied. |
| (7) If inspection is refused, or a copy is refused or not forwarded within a reasonable time (but not more than one month) after a request has been made pursuant to this section, the company and every officer of the company who is in default shall be guilty of an offence. |
| (8) A company which issues debentures may cause to be kept in any place outside Singapore a branch register of debenture holders which is deemed to be part of the company’s register of debenture holders and Division 4 of Part 5 applies with such adaptations as are necessary to and in relation to the keeping of a branch register of debenture holders. |
| (9) If a company fails to comply with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. |
|
| Specific performance of contracts |
| 94. A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance. |
| 95. A condition in any debenture or in any deed for securing any debentures whether the debenture or deed is issued or made before or after 29 December 1967 is not invalid by reason only that the debentures are thereby made irredeemable or redeemable only on the happening of a contingency however remote or on the expiration of a period however long, despite any rule of law or equity to the contrary. |
| Reissue of redeemed debentures |
96.—(1) Where a company has redeemed any debentures whether before or after 29 December 1967 —| (a) | unless any provision to the contrary, whether express or implied, is contained in the constitution or in any contract entered into by the company; or | | (b) | unless the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures are to be cancelled, |
| the company has and is deemed always to have had power to reissue the debentures, either by reissuing the same debentures or by issuing other debentures in their place but the reissue of a debenture or the issue of one debenture in place of another under this subsection, whether the reissue or issue was made before or after that date, is not to be regarded as the issue of a new debenture for the purpose of any provision limiting the amount or number of debentures that may be issued by the company. |
[36/2014] | (2) After the reissue the person entitled to the debentures has and is deemed always to have had the same priorities as if the debentures had never been redeemed. |
| (3) Where a company has either before or after 29 December 1967 deposited any of its debentures to secure advances on current account or otherwise, the debentures are not deemed to have been redeemed by reason only of the account of the company having ceased to be in debit while the debentures remain so deposited. |
|
| 97. [Repealed by S 236/2002] |
| 98. [Repealed by S 236/2002] |
| 99. [Repealed by S 236/2002] |
| Power of Court in relation to certain irredeemable debentures |
100.—(1) Despite anything in any debenture or trust deed, the security for any debentures which are irredeemable or redeemable only on the happening of a contingency shall, if the Court so orders, be enforceable, immediately or at such other time as the Court directs if on the application of the trustee for the holders of the debentures or (where there is no trustee) on the application of the holder of any of the debentures the Court is satisfied that —| (a) | at the time of the issue of the debentures the assets of the corporation which constituted or were intended to constitute the security therefor were sufficient or likely to become sufficient to discharge the principal debt and any interest thereon; | | (b) | the security, if realised under the circumstances existing at the time of the application, would be likely to bring not more than 60% of the principal sum of moneys outstanding (regard being had to all prior charges and charges ranking pari passu if any); and | | (c) | the assets covered by the security, on a fair valuation on the basis of a going concern after allowing a reasonable amount for depreciation are worth less than the principal sum and the borrowing corporation is not making sufficient profit to pay the interest due on the principal sum or (where no definite rate of interest is payable) interest thereon at such rate as the Court considers would be a fair rate to expect from a similar investment. |
| (2) Subsection (1) does not affect any power to vary rights or accept any compromise or arrangement created by the terms of the debentures or the relevant trust deed or under a compromise or arrangement between the borrowing corporation and creditors. |
| (3) Subsection (1) does not apply in relation to any debenture that is offered to the public for subscription or purchase. |
|
| 101. [Repealed by S 236/2002] |
| 102. [Repealed by S 236/2002] |
| 103. [Repealed by S 236/2002] |
| 104. [Repealed by S 236/2002] |
| 105. [Repealed by S 236/2002] |
| 106. [Repealed by S 236/2002] |
| Division 5A — [Repealed by S 236/2002] |
| 106A. [Repealed by S 236/2002] |
| 106B. [Repealed by S 236/2002] |
| 106C. [Repealed by S 236/2002] |
| 106D. [Repealed by S 236/2002] |
| 106E. [Repealed by S 236/2002] |
| 106F. [Repealed by S 236/2002] |
| 106G. [Repealed by S 236/2002] |
| 106H. [Repealed by S 236/2002] |
| 106I. [Repealed by S 236/2002] |
| 106J. [Repealed by S 236/2002] |
| 106K. [Repealed by S 236/2002] |
| 106L. [Repealed by S 236/2002] |
| Division 6 — [Repealed by S 236/2002] |
| 107. [Repealed by S 236/2002] |
| 108. [Repealed by S 236/2002] |
| 109. [Repealed by S 236/2002] |
| 110. [Repealed by S 236/2002] |
| 111. [Repealed by S 236/2002] |
| 112. [Repealed by S 236/2002] |
| 113. [Repealed by S 236/2002] |
| 113A. [Repealed by S 236/2002] |
| 114. [Repealed by S 236/2002] |
| 115. [Repealed by S 236/2002] |
| 116. [Repealed by S 236/2002] |
| 117. [Repealed by S 236/2002] |
| 118. [Repealed by S 236/2002] |
| 119. [Repealed by S 236/2002] |
| 120. [Repealed by S 236/2002] |
| Division 7 — Title and transfers |
| 121. The shares or other interest of any member in a company is movable property, transferable in the manner provided by the constitution, and is not of the nature of immovable property. [36/2014] |
122.—(1) Each share in a company must be distinguished by an appropriate number.(2) Despite subsection (1) —| (a) | if at any time all the issued shares in a company or all the issued shares therein of a particular class are fully paid up and rank equally for all purposes, none of those shares need thereafter have a distinguishing number so long as each of those shares remains fully paid up and ranks equally for all purposes with all shares of the same class for the time being issued and fully paid up; or | | (b) | if all the issued shares in a company are evidenced by certificates in accordance with section 123 and each certificate is distinguished by an appropriate number and that number is recorded in the register of members, none of those shares need have a distinguishing number. |
|
|
| Certificate to be evidence of title |
123.—(1) A certificate under the common or official seal of a company specifying any shares held by any member of the company is prima facie evidence of the title of the member to the shares.(2) Every share certificate must be under the common seal of the company or, in the case of a share certificate relating to shares on a branch register, the official seal of the company and must state as at the date of the issue of the certificate —| (a) | the name of the company and the authority under which the company is constituted; | | (b) | the address of the registered office of the company in Singapore, or, where the certificate is issued by a branch office, the address of that branch office; and | | (c) | the class of the shares, whether the shares are fully or partly paid up and the amount (if any) unpaid on the shares. [36/2014] |
|
| (3) Failure to comply with this section does not affect the rights of any holder of shares. |
| (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. |
|
| Company may have duplicate common seal |
| 124. A company may, if authorised by its constitution, have a duplicate common seal which must be a facsimile of the common seal of the company with the addition on its face of the words “Share Seal” and a certificate under such duplicate seal is deemed to be sealed with the common seal of the company for the purposes of this Act. [36/2014] |
| Loss or destruction of certificates |
125.—(1) Subject to subsection (2), where a certificate or other document of title to shares or debentures is lost or destroyed, the company must on payment of a fee not exceeding $2 issue a duplicate certificate or document in lieu thereof to the owner on the owner’s application accompanied by —| (a) | a statutory declaration that the certificate or document has been lost or destroyed, and has not been pledged, sold or otherwise disposed of, and, if lost, that proper searches have been made; and | | (b) | an undertaking in writing that if it is found or received by the owner it will be returned to the company. |
(2) Where the value of the shares or debentures represented by the certificate or document is greater than $500 the directors of the company may, before accepting an application for the issue of a duplicate certificate or document, require the applicant —| (a) | to cause an advertisement to be inserted in a newspaper circulating in a place specified by the directors stating that the certificate or document has been lost or destroyed and that the owner intends after the expiration of 14 days after the publication of the advertisement to apply to the company for a duplicate; or | | (b) | to furnish a bond for an amount equal to at least the current market value of the shares or debentures indemnifying the company against loss following on the production of the original certificate or document, |
| or may require the applicant to do both of those things. |
|
| (3) Any duplicate certificate issued on or after 30 January 2006 in respect of a share certificate issued before that date must state, in place of the historical nominal value of the shares, the amount paid on the shares and the amount (if any) unpaid on the shares. |
| (4) For the purposes of this section in relation to a book‑entry security, a reference to an owner therein is to be construed as a reference to the Depository. [36/2014] |
| (5) Subsection (2) does not apply to documents evidencing title in relation to listed securities which have been deposited with the Depository and registered in its name or its nominee’s name. [36/2014] |
|
| Transfer of shares in private companies |
| 126.—(1) Despite anything in its constitution, a private company must not lodge a transfer of shares unless a proper instrument of transfer has been delivered to the company, but this section does not affect any power to lodge a notice of transfer of shares in respect of any person to whom the right to any shares of the company has been transmitted by operation of law. [36/2014] | (2) Where there has been a transfer of shares, a private company must lodge with the Registrar notice of that transfer of shares in the prescribed form. [36/2014] |
| (3) A transfer of any share in a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] |
|
| Transfer of debentures in private companies |
| 127. Despite anything in its constitution, a private company must not register a transfer of debentures unless a proper instrument of transfer has been delivered to the company, but this section does not affect any power to register as debenture holder any person to whom the right to any debentures of the company has been transmitted by operation of law. [36/2014] |
| Registration of transfer at request of transferor by private companies |
128.—(1) Subject to section 129, on the request in writing of the transferor of —| (a) | any share in a private company — the company must lodge with the Registrar a notice of transfer of shares in the prescribed form; or | | (b) | any debenture or other interest in a private company — the company must enter in such register as the company considers appropriate, the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee. [36/2014] |
| (2) The transfer of any share in a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] |
| (3) On the request in writing of the transferor of a share or debenture, the private company must by written notice require the person having the possession, custody or control of the share certificate or debenture and the instrument of transfer thereof or either of them to deliver or produce it or them to the office of the company within a stated period, being not less than 7 and not more than 28 days after the date of the notice, to have the share certificate or debenture cancelled or rectified, and the transfer registered (in the case of a transfer of debenture) or otherwise dealt with. [36/2014] |
| (4) If any person refuses or neglects to comply with a notice given under subsection (3), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents mentioned in the notice should not be delivered or produced as required by the notice. [36/2014] |
| (5) Upon appearance of a person so summoned the Court may examine the person upon oath and receive other evidence, or if the person does not appear after being duly served with such summons, the Court may receive evidence in the person’s absence and in either case the Court may order the person to deliver such documents to the company upon such terms or conditions as to the Court seem fit, and the costs of the summons and proceedings thereon are in the discretion of the Court. [36/2014] |
| (6) Lists of share certificates or debentures called in under this section and not delivered or produced must be exhibited in the office of the company and must be advertised in such newspapers and at such times as the company thinks fit. [36/2014] |
|
| 128A. [Repealed by Act 36 of 2014] |
| Notice of refusal to register transfer by private companies |
| 129.—(1) If a private company refuses to lodge a notice of transfer of any share in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and the transferee notice of the refusal. [36/2014] | (2) If a private company refuses to register a transfer of any debenture or other interest in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and to the transferee notice of the refusal. [36/2014] |
| (3) Where an application is made to a private company to lodge with the Registrar a notice of transfer in the prescribed form in respect of any share which have been transferred or transmitted to a person by act of parties or operation of law, the company must not refuse to do so by virtue of any discretion in that behalf conferred by the constitution unless it has served on the applicant, within 30 days beginning with the day on which the application was made, a written notice stating the facts which are considered to justify refusal in the exercise of that discretion. [36/2014] |
| (4) If default is made in complying with this section, the private company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. [36/2014] |
|
| Transfer of shares and debentures in public companies |
| 130.—(1) Despite anything in its constitution, a public company must not register a transfer of shares or debentures unless a proper instrument of transfer has been delivered to the company, but this subsection does not affect any power to register as a shareholder or debenture holder any person to whom the right to any shares in or debentures of the company has been transmitted by operation of law. [36/2014] | (2) Where there has been a transfer of shares, a public company may lodge with the Registrar a notice of that transfer of shares in the prescribed form. [36/2014] |
(3) The notice must state —| (a) | every other transfer of shares effected prior to the date of the notice, other than a transfer that has been previously notified to the Registrar; or | | (b) | the prescribed information in relation to the shares held by each of the 50 members who hold the most number of shares in the public company after the transfer. [36/2014] |
|
|
| Registration of transfer at request of transferor by public companies |
| 130AA.—(1) On the request in writing of the transferor of any share, debenture or other interest in a public company the company must enter in the appropriate register the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee. [36/2014] | (2) On the request in writing of the transferor of a share or debenture the public company must by written notice require the person having the possession, custody or control of the share certificate or debenture and the instrument of transfer thereof or either of them to deliver or produce it or them to the office of the company within a stated period, being not less than 7 and not more than 28 days after the date of the notice, to have the share certificate or debenture cancelled or rectified and the transfer registered or otherwise dealt with. [36/2014] |
| (3) If any person refuses or neglects to comply with a notice given under subsection (2), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents mentioned in the notice should not be delivered or produced as required by the notice. [36/2014] |
| (4) Upon appearance of a person so summoned the Court may examine the person upon oath and receive other evidence, or if the person does not appear after being duly served with such summons, the Court may receive evidence in the person’s absence and in either case the Court may order the person to deliver such documents to the company upon such terms or conditions as to the Court seem fit, and the costs of the summons and proceedings thereon are in the discretion of the Court. [36/2014] |
| (5) Lists of share certificates or debentures called in under this section and not brought in must be exhibited in the office of the company and must be advertised in such newspapers and at such times as the company thinks fit. [36/2014] |
|
| Notice of refusal to register transfer by public companies |
| 130AB.—(1) If a public company refuses to register a transfer of any share, debenture or other interest in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and to the transferee notice of the refusal. [36/2014] | (2) Where an application is made to a public company for a person to be registered as a member in respect of shares which have been transferred or transmitted to the person by act of parties or operation of law, the company must not refuse registration by virtue of any discretion in that behalf conferred by its constitution unless it has served on the applicant, within 30 days beginning with the day on which the application was made, a written notice stating the facts which are considered to justify refusal in the exercise of that discretion. [36/2014] |
| (3) If default is made in complying with this section, the public company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. [36/2014] |
|
| Transfer by personal representative |
| 130AC.—(1) A transfer of the share, debenture or other interest of a deceased person made by the deceased person’s personal representative is, although the personal representative is not himself or herself a member of the company, as valid as if he or she had been such a member at the time of the execution of the instrument of transfer. [36/2014] | (2) The production to a company of any document which is by law sufficient evidence of probate of the will, or letters of administration of the estate, of a deceased person having been granted to some person must be accepted by the company, despite anything in its constitution, as sufficient evidence of the grant. [36/2014] |
| (3) In this section, “instrument of transfer” includes a written application for transmission of a share, debenture or other interest to a personal representative. [36/2014] |
|
| Certification of prima facie title |
| 130AD.—(1) The certification by a company of any instrument of transfer of shares, debentures or other interests in the company is to be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on the face of them show a prima facie title to the shares, debentures or other interests in the transferor named in the instrument of transfer but not as a representation that the transferor has any title to the shares, debentures or other interests. [36/2014] | (2) Where any person acts on the faith of a false certification by a company made negligently, the company is under the same liability to the person as if the certification had been made fraudulently. [36/2014] |
(3) Where any certification by a private company is expressed to be limited to 42 days or any longer period from the date of certification, the company and its officers shall not, in the absence of fraud, be liable —| (a) | in respect of any transfer of shares after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not been sent to or received by the company under section 126(1) within that period; or | | (b) | in respect of the registration of any transfer of debentures or other interests comprised in the certification after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not within that period been lodged with the company for registration. [36/2014] |
|
| (4) Where any certification by a public company is expressed to be limited to 42 days or any longer period from the date of certification, the company and its officers shall not, in the absence of fraud, be liable in respect of the registration of any transfer of shares, debentures or other interests comprised in the certification after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not within that period been lodged with the company for registration. [36/2014] |
(5) For the purposes of this section —| (a) | an instrument of transfer is to be treated as certificated if it bears the words “certificate lodged” or words to the like effect; | | (b) | the certification of an instrument of transfer is to be treated as made by a company if —| (i) | the person issuing the instrument is a person apparently authorised to issue certificated instruments of transfer on the company’s behalf; and | | (ii) | the certification is signed by a person apparently authorised to certificate transfers on the company’s behalf or by any officer either of the company or of a corporation so apparently authorised; and |
| | (c) | a certification that purports to be authenticated by a person’s signature or initials (whether handwritten or not) is deemed to be signed by the person unless it is shown that the signature or initials were not placed there by the person and were not placed there by any other person apparently authorised to use the signature or initials for the purpose of certificating transfers on the company’s behalf. [36/2014] |
|
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| Duties of company with respect to issue of certificates and default in issue of certificates |
| 130AE.—(1) Every public company must within 60 days after the allotment of any of its shares or debentures, and within 30 days after the date on which a transfer (other than such a transfer as the company is for any reason entitled to refuse to register and does not register) of any of its shares or debentures is lodged with the company, complete and have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer. [36/2014] (2) Every private company must —| (a) | within 60 days after the allotment of any of its shares or debentures; | | (b) | within 30 days after the date on which a notice of transfer of shares is lodged with the Registrar under section 126(2) or 128(1)(a); and | | (c) | within 30 days after the date on which a transfer (other than such a transfer as the company is for any reason entitled to refuse to register and does not register) of any of its debentures is lodged with the company, |
| complete and have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer. |
[36/2014] |
| (3) If default is made in complying with this section, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. [36/2014] |
| (4) If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificates or the debentures delivered to the person, make an order directing the company and any officer of the company to make good the default within such time as is specified in the order, and the order may provide that all costs of and incidental to the application must be borne by the company or by any officer of the company in default in such proportions as the Court thinks fit. [36/2014] |
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| Division 7A — [Repealed by Act 36 of 2014] |
| 130A. [Repealed by Act 36 of 2014] |
| 130B. [Repealed by Act 36 of 2014] |
| 130C. [Repealed by Act 36 of 2014] |
| 130CA. [Repealed by Act 36 of 2014] |
| 130D. [Repealed by Act 36 of 2014] |
| 130E. [Repealed by Act 36 of 2014] |
| 130F. [Repealed by Act 36 of 2014] |
| 130G. [Repealed by Act 36 of 2014] |
| 130H. [Repealed by Act 36 of 2014] |
| 130I. [Repealed by Act 36 of 2014] |
| 130J. [Repealed by Act 36 of 2014] |
| 130K. [Repealed by Act 36 of 2014] |
| 130L. [Repealed by Act 36 of 2014] |
| 130M. [Repealed by Act 36 of 2014] |
| 130N. [Repealed by Act 36 of 2014] |
| 130O. [Repealed by Act 36 of 2014] |
| 130P. [Repealed by Act 36 of 2014] |
| Division 8 — Registration of charges |
| 131.—(1) Subject to this Division, where a charge to which this section applies is created by a company there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the creation of the charge, a statement containing the prescribed particulars of the charge, and if this section is not complied with in relation to the charge the charge is, so far as any security on the company’s property or undertaking is thereby conferred, void against the liquidator and any creditor of the company. [36/2014] | (1A) In connection with the registration of a charge to which this section applies which is created by a company there must be produced to the Registrar, upon the Registrar’s request and for the purposes of inspection, at no cost to the Registrar, the instrument (if any) by which the charge is created or evidenced or a certified true copy thereof. |
| (2) Nothing in subsection (1) affects any contract or obligation for repayment of the money secured by a charge and when a charge becomes void under this section the money secured thereby immediately becomes payable. |
(3) This section applies to the following charges that are created on or after 3 January 2016:| (a) | a charge to secure any issue of debentures; | | (b) | a charge on uncalled share capital of a company; | | (c) | a charge on shares of a subsidiary of a company which are owned by the company; | | (d) | a charge created or evidenced by an instrument which if executed by an individual, would require registration as a bill of sale; | | (e) | a charge on land wherever situate or any interest therein but not including any charge for any rent or other periodical sum issuing out of land; | | (f) | a charge on book debts of the company; | | (g) | a floating charge on the undertaking or property of a company; | | (h) | a charge on calls made but not paid; | | (i) | a charge on a ship or aircraft or any share in a ship or aircraft; | | (j) | a charge on goodwill, on a patent or a licence under a patent, on a trade mark or a licence to use a trademark, or on a copyright or a licence under a copyright or on a registered design or a licence to use a registered design. [36/2014] |
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(3AA) This section also applies to any charge that —| (a) | was a charge to which this section applied under subsection (3) in force immediately before 3 January 2016; and | | (b) | was created before that date. [36/2014] |
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| (3AB) Despite subsection (3), a shipowner’s lien created by a company on or after 1 October 2018, whether as a charge on book debts of the company or a floating charge on the undertaking or property of the company, is not a charge to which this section applies. [35/2018] |
(3AC) Despite subsection (3) or (3AA), a shipowner’s lien created by a company before 1 October 2018, whether as a charge on book debts of the company or a floating charge on the undertaking or property of the company, is a charge to which this section applies only if, as at that date —| (a) | an order for the winding up of the company has been made; | | (b) | a resolution has been passed for the voluntary winding up of the company; or | | (c) | a creditor of the company has acquired a proprietary right to or an interest in the subject matter of the lien. [35/2018] |
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| (3A) The reference to a charge on book debts in subsection (3)(f) does not include a reference to a charge on a negotiable instrument or on debentures issued by the Government. |
| (3B) A charge mentioned in subsection (3) does not include a charge created at any time on or after 1 May 2009 to the extent that it is capable of being registered under the International Interests in Aircraft Equipment Act 2009. [5/2009] |
| (3C) In subsection (3B), “registered” has the meaning given by section 2(1) of the International Interests in Aircraft Equipment Act 2009. [5/2009] |
| (4) Where a charge created in Singapore affects property outside Singapore, the statement containing the prescribed particulars of the charge may be lodged for registration under and in accordance with subsection (1) even though further proceedings may be necessary to make the charge valid or effectual according to the law of the place in which the property is situate. |
(5) When a series of debentures containing or giving by reference to any other instrument any charge to the benefit of which the debenture holders of that series are entitled equally is created by a company, it is sufficient if there is lodged with the Registrar for registration within 30 days after the execution of the instrument containing the charge, or if there is no such instrument after the execution of the first debenture of the series, a statement containing the following particulars:| (a) | the total amount secured by the whole series; | | (b) | the dates of the resolutions authorising the issue of the series and the date of the covering instrument (if any) by which the security is created or defined; | | (c) | a general description of the property charged; | | (d) | the names of the trustee (if any) for the debenture holders. |
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| (6) For the purposes of subsection (5), where more than one issue is made of debentures in the series, there must be lodged within 30 days after each issue particulars of the date and amount of each issue, but an omission to do so does not affect the validity of the debentures issued. |
| (7) Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to any person in consideration of the person (whether absolutely or conditionally) subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any debentures, the particulars required to be lodged under this section must include particulars as to the amount or rate per cent of the commission, allowance or discount so paid or made, but omission to do so does not affect the validity of the debentures issued. |
| (8) The deposit of any debentures as security for any debt of the company is not for the purposes of subsection (7) to be treated as the issue of the debentures at a discount. |
| (9) No charge or assignment to which this section applies (except a charge or assignment relating to land) need be filed or registered under any other written law. |
| (10) Where a charge requiring registration under this section is created before the lapse of 30 days after the creation of a prior unregistered charge, and comprises all or any part of the property comprised in the prior charge, and the subsequent charge is given as a security for the same debt as is secured by the prior charge, or any part of that debt, then to the extent to which the subsequent charge is a security for the same debt or part thereof, and so far as respects the property comprised in the prior charge, the subsequent charge is not operative and does not have any validity unless it is proved to the satisfaction of the Court that it was given in good faith for the purpose of correcting some material error in the prior charge or under other proper circumstances and not for the purposes of avoiding or evading the provisions of this Division. |
(11) In this section, “shipowner’s lien” means a contractual lien on —| (a) | sub‑freights; | | (b) | sub‑hires; or | | (c) | bill of lading freight, |
| created under a charter (or sub‑charter) of a ship for any amount due under the charter (or sub‑charter). |
[35/2018] |
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| 132.—(1) Documents and particulars required to be lodged for registration in accordance with section 131 may be lodged for registration in the prescribed manner by the company concerned or by any person interested in the documents, but if default is made in complying with that section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. [36/2014] | (2) Where registration is effected by some person other than the company, that person is entitled to recover from the company the amount of any fees properly paid by the person on the registration. |
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| Duty of company to register charges existing on property acquired |
133.—(1) Where —| (a) | a company acquires any property which is subject to a charge of any such kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Division; | | (b) | a foreign company becomes registered in Singapore and has prior to such registration created a charge which if it had been created by the company while it was registered in Singapore would have been required to be registered under this Division; or | | (c) | a foreign company becomes registered in Singapore and has prior to such registration acquired property which is subject to a charge of any such kind as would if it had been created by the company after the acquisition and while it was registered in Singapore have been required to be registered under this Division, |
| the company must cause a statement of the prescribed particulars to be lodged with the Registrar for registration within 30 days after the date on which the acquisition is completed or the date of the registration of the company in Singapore, as the case may be. |
| (2) If default is made in complying with this section, the company or the foreign company and every officer of the company or foreign company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. |
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| Register of charges to be kept by Registrar |
134.—(1) The Registrar must keep a register of all the charges lodged for registration under this Division and must enter in the register with respect to those charges the following particulars:| (a) | in the case of a charge to the benefit of which the holders of a series of debentures are entitled — such particulars as are required to be contained in a statement furnished under section 131(5); | | (b) | in the case of any other charge —| (i) | if the charge is a charge created by the company, the date of its creation, and if the charge was a charge existing on property acquired by the company the date of the acquisition of the property; | | (ii) | the amount secured by the charge; | | (iii) | a description sufficient to identify the property charged; and | | (iv) | the name of the person entitled to the charge. |
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| (2) The Registrar must issue a notice to the company concerned of the registration of a charge and the notice is conclusive evidence that the requirements as to registration have been complied with. |
| (3) Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the registration of the charge and the certificate is conclusive evidence that the requirements as to registration have been complied with. |
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| Endorsement of certificate of registration on debentures |
135.—(1) The company must cause to be endorsed on every debenture forming one of a series of debentures, or certificate of debenture stock which is issued by the company and the payment of which is secured by a charge so registered —| (a) | a copy of the notice of registration; or | | (b) | a statement that the registration has been effected and the date of registration. |
| (2) Subsection (1) does not apply to any debenture or certificate of debenture stock which has been issued by the company before the charge was registered. |
| (3) Every person who knowingly and wilfully authorises or permits the delivery of any debenture or certificate of debenture stock which is not endorsed as required by this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. |
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| Entries of satisfaction and release of property from charge |
136.—(1) Where, with respect to any registered charge —| (a) | the debt for which the charge was given has been paid or satisfied in whole or in part; or | | (b) | the property or undertaking charged or any part thereof has been released from the charge or has ceased to form part of the company’s property or undertaking of the company concerned, |
| the company may lodge with the Registrar in the prescribed form a statement of satisfaction in whole or in part, or of the fact that the property or undertaking or any part thereof has been released from the charge or has ceased to form part of the company’s property or undertaking (as the case may be) and the Registrar must enter particulars of that statement in the register. |
| (2) The statement must be endorsed with a statement by the chargee of the payment, satisfaction, release or ceasing referred to in subsection (1) (as the case may be) and the second‑mentioned statement constitutes sufficient evidence of that payment, satisfaction, release or ceasing. |
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| Extension of time and rectification of register of charges |
| 137. The Court, on being satisfied that the omission to register a charge (whether under this or any corresponding previous written law) within the time required or that the omission or mis‑statement of any particular with respect to any such charge or in a statement of satisfaction was accidental or due to inadvertence or to some other sufficient cause or is not of a nature to prejudice the position of creditors or shareholders or that on other grounds it is just and equitable to grant relief, may on the application of the company or any person interested and on such terms and conditions as seem to the Court just and expedient (including a term or condition that the extension or rectification is to be without prejudice to any liability already incurred by the company or any of its officers in respect of the default) order that the time for registration be extended or that the omission or mis‑statement be rectified. |
| Company to keep copies of charging instruments and register of charges |
| 138.—(1) Every company must cause the instrument creating any charge requiring registration under this Division or a copy thereof to be kept at the registered office of the company for as long as the charge to which the instrument relates remains in force, but in the case of a series of debentures the keeping of a copy of one debenture of the series is sufficient for the purposes of this subsection. [36/2014] (1A) An instrument creating any charge or a copy thereof, or a copy of the series of debentures, as the case may be, that is required to be kept under subsection (1) —| (a) | is deemed to form part of the records that are required to be kept under section 199(1); and | | (b) | for the purposes of section 199(2), must be retained by the company for a period of 5 years after —| (i) | the date the debt for which the charge was given was paid or satisfied in whole; | | (ii) | the date the property or undertaking charged was released or ceased to form part of the company’s property or undertaking; or | | (iii) | where both of the events referred to in sub‑paragraphs (i) and (ii) occur in any particular case, the later of the dates. [36/2014] |
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| (2) Every company must keep at the registered office of the company a register of charges and enter therein all charges specifically affecting property of the company and all floating charges on the undertaking or any property of the company, giving in each case a short description of the property charged, the amount of the charge and (except in the case of securities to bearer) the names of the persons entitled thereto. |
| (3) The instruments or copies thereof and the register of charges kept pursuant to this section must be open to the inspection of any creditor or member of the company without fee, and the register of charges must also be open to the inspection of any other person on payment of such fee not exceeding $2 for each inspection as is fixed by the company. |
| (3A) Any person may, on application to a company and on payment of a fee, not exceeding $1 for every page or part thereof, be furnished with a copy of any instrument or debenture kept by the company pursuant to this section within 3 days of the person making the application. |
| (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 and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty. |
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| Documents made out of Singapore |
| 139. Where under this Division an instrument, deed, statement or other document is required to be lodged with the Registrar within a specified time, the time so specified is, by force of this section, in relation to an instrument, deed, statement or other document executed or made in a place out of Singapore, extended by 7 days or such further periods as the Registrar may from time to time allow. |
| Charges, etc., created before 29 December 1967 |
| 140. Except as is otherwise expressly provided, this Division applies to any charge that on 29 December 1967 was registrable under any of the repealed written laws but which at that date was not registered under any of those laws. |
| 141. A reference in this Division to a company includes a reference to a foreign company if, and only if, it is registered under Division 2 of Part 11, but nothing in this Division applies to a charge on property outside Singapore of such foreign company. [36/2014] |
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