PART 5 | MANAGEMENT AND ADMINISTRATION |
| Division 1 — Office and name |
| Registered office of company |
142.—(1) A company must as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 3 hours during ordinary business hours on each business day.| (2) If default is made in complying with subsection (1), 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 also to a default penalty. |
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| 143.—(1) Notice in the prescribed form of the situation of the registered office, the days and hours during which it is open and accessible to the public, must, in the case of a proposed company, be lodged with the Registrar together with its constitution, at the time of lodgment for the incorporation of the proposed company and in the case of any subsequent change of the particulars therein be so lodged within 14 days after any such change, but no notice of the days and hours during which the office is open and accessible to the public is required if the office is open for at least 5 hours during ordinary business hours on each business day. [36/2014] | (1A) In subsection (1), the word “particulars”, in relation to the situation of the registered office, includes the address and designation of the situation or address of the registered office. |
| (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 and also to a default penalty. |
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| Publication of name and registration number |
144.—(1) The name of a company must appear in legible romanised letters on —| (a) | its seal, if any; and | | (b) | all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, indorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the company. [15/2017] |
| (1A) The registration number of a company must appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company. |
| (1B) A company shall be guilty of an offence if default is made in complying with subsection (1) or (1A). |
(2) If an officer of a company or any person on its behalf —| (a) | uses or authorises the use of any seal purporting to be a seal of the company whereon its name does not so appear; | | (b) | issues or authorises the issue of any business letter, statement of account, invoice or official notice or publication of the company wherein its name is not so mentioned; or | | (c) | signs, issues or authorises to be signed or issued on behalf of the company any bill of exchange, promissory note, cheque or other negotiable instrument or any indorsement, order, receipt or letter of credit wherein its name is not so mentioned, |
| he or she shall be guilty of an offence, and where he or she has signed, issued or authorised to be signed or issued on behalf of the company any bill of exchange, promissory note or other negotiable instrument or any indorsement thereon or order wherein that name is not so mentioned, he or she shall in addition be liable to the holder of the instrument or order for the amount due thereon unless it is paid by the company. |
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| Division 2 — Directors and officers |
145.—(1) Every company must have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.| (2) No person other than a natural person who has attained the age of 18 years and who is otherwise of full legal capacity may be a director of a company. [7/2009] |
| (3) [Deleted by Act 12 of 2002] |
| (4) Any provision in the constitution of a company which was in force immediately before 29 December 1967 and which operated to constitute a corporation as a director of the company is to be read and construed as if it authorised that corporation to appoint a natural person to be a director of that company. [36/2014] |
| (4A) Subject to subsection (5), unless the constitution otherwise provides, a director of a company may resign by giving the company a written notice of his or her resignation. [36/2014] |
| (4B) Subject to subsection (5), the resignation of a director is not conditional upon the company’s acceptance of his or her resignation. [36/2014] |
| (5) Despite anything in this Act or in the constitution of the company, or in any agreement with the company, a director of a company must not resign or vacate his or her office unless there is remaining in the company at least one director who is ordinarily resident in Singapore; and any purported resignation or vacation of office in breach of this subsection is invalid. [36/2014] |
(6) Subsection (5) does not apply where a director of a company is required to resign or vacate his or her office —| (a) | if the director has not within the period referred to in section 147(1) obtained his or her qualification; | | (b) | by virtue of his or her disqualification or removal or the revocation of his or her appointment as a director (as the case may be) under section 148, 149, 149A, 154, 155, 155A or 155C of this Act, section 50 or 54 of the Banking Act 1970, section 50 or 54 of the Banking Act 1970 as applied by section 55ZJ of that Act, section 46(7) of the Credit Bureau Act 2016, section 47 of the Finance Companies Act 1967, section 64 of the Financial Advisers Act 2001, section 62 or 63 of the Financial Holdings Companies Act 2013, section 48 of the Financial Services and Markets Act 2022, section 35, 36, 88 or 102(2)(a)(ii) of the Insurance Act 1966, section 40 of the Monetary Authority of Singapore Act 1970 as in force immediately before the date of commencement of section 205 of the Financial Services and Markets Act 2022, section 35 or 66 of the Payment Services Act 2019, section 43, 46Z, 81P, 81ZJ, 97, 123Y, 123ZU or 292A of the Securities and Futures Act 2001 and section 14 of the Trust Companies Act 2005; or [Act 18 of 2022 wef 10/05/2024] | | (c) | if the director, being a director of a Registered Fund Management Company as defined in the Securities and Futures (Licensing and Conduct of Business) Regulations, has been removed by the company as director in accordance with those Regulations. [36/2014; 27/2016; 4/2017; 31/2017; 2/2019; 1/2020] |
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| (7) If there is a contravention of subsection (1), the Registrar may, either of the Registrar’s own motion or on the application of any person, direct the members of the company to appoint a director who is ordinarily resident in Singapore if the Registrar considers it to be in the interests of the company for such appointment to be made. |
| (8) If the direction under subsection (7) is not complied with, each member in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part thereof during which the offence continues after conviction. |
(9) If there is a contravention of subsection (1) and —| (a) | the Registrar fails to give the direction under subsection (7); or | | (b) | such direction has been given but is not complied with, |
| the Court may, on the application of the Registrar or any person, order the members of the company to make the appointment if it considers it to be in the interests of the company for such appointment to be made. |
[40/2019] |
(10) If a company carries on business without having at least one director who is ordinarily resident in Singapore for more than 6 months, a person who, for the whole or any part of the period that it so carries on business after those 6 months —| (a) | is a member of the company; and | | (b) | knows that it is carrying on business in that manner, |
| shall be liable for the payment of all the debts of the company contracted during the period or that part of the period (as the case may be), and may be sued therefor. |
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| Restrictions on appointment or advertisement of director |
146.—(1) A person must not be named as a director or proposed director in —| (a) | any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or | | (b) | the register of directors, chief executive officers and secretaries of a company, |
| (c) | the incorporation of the company; or | | (d) | the filing of any return in the prescribed form containing the particulars required to be specified in the register of directors, chief executive officers and secretaries, |
| as the case may be, the person has complied with the conditions set out in subsection (1A). |
[36/2014] (1A) The conditions to be complied with by a person referred to in subsection (1) are the following:| (a) | the person has, by himself or herself or through a registered qualified individual authorised by him or her, filed with the Registrar —| (i) | a declaration that he or she has consented to act as a director; | | (ii) | a statement in the prescribed form that he or she is not disqualified from acting as a director under this Act; and | | (iii) | a statement in the prescribed form that he or she is not debarred under section 155B from acting as director of the company; |
| | (b) | the person has, by himself or herself or through a registered qualified individual authorised by him or her —| (i) | filed with the Registrar a declaration that the person has agreed to take a number of shares of the company that is not less than the person’s qualification, if any; | | (ii) | filed with the Registrar an undertaking that the person will take from the company and pay for his or her qualification shares, if any; | | (iii) | filed with the Registrar a declaration that a specified number of shares, not less than the person’s qualification (if any), has been registered in the person’s name; or | | (iv) | in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations, filed with the Registrar a declaration that —| (A) | the person was a shareholder in that other corporation or in one or more of the corporations of that group; and | | (B) | as a shareholder the person will be entitled to receive and have registered in his or her name a number of shares not less than his or her qualification, by virtue of the terms of an agreement relating to the reconstruction. [36/2014] |
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| (2) Where a person has undertaken to the Registrar under subsection (1A)(b)(ii) to take and pay for the person’s qualification shares, the person is, as regards those shares, in the same position as if the person had signed the constitution for that number of shares. [36/2014] |
(3) Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) do not apply to —| (a) | a company not having a share capital; | | (b) | a private company; or | | (c) | a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company or to a constitution adopted by a company after the expiration of one year from the date on which the company was entitled to commence business. [36/2014] |
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| (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 $10,000 and also to a default penalty. |
| (5) The restrictions in this section on a director or proposed director of a company incorporated under this Act in relation to a prospectus apply in the same manner and extent to a director or proposed director of a foreign company as if the references in subsections (1) and (4) to a company included references to a foreign company. |
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| Qualification of director |
| 147.—(1) Without affecting the operation of sections 145 and 146, every director, who is by the constitution required to hold a specified share qualification and who is not already qualified, must obtain his or her qualification within 2 months after his or her appointment or such shorter period as is fixed by the constitution. [36/2014] | (2) Unless otherwise provided by the constitution, the qualification of any director of a company must be held by him or her solely and not as one of several joint holders. [36/2014] |
| (3) A director must vacate his or her office if he or she has not within the period referred to in subsection (1) obtained his or her qualification or if after so obtaining it he or she ceases at any time to hold his or her qualification. |
| (4) Any person who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty. |
| (5) A person vacating office under this section is incapable of being re‑appointed as director until the person has obtained his or her qualification. |
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| Restriction on undischarged bankrupt |
| 148.—(1) Every person who, being an undischarged bankrupt (whether the person was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), acts as director of, or directly or indirectly takes part in or is concerned in the management of, any corporation, except with the permission of the Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [36/2014] [Act 25 of 2021 wef 01/04/2022] | (2) On an application by an undischarged bankrupt under subsection (1) to the Court or the Official Assignee (as the case may be) the Court or the Official Assignee may refuse the application or approve the application subject to such condition as the Court or the Official Assignee (as the case may be) may impose. |
| (3) The Court must not give permission under this section unless notice of intention to apply therefor has been served on the Minister and on the Official Assignee and the Minister and the Official Assignee or either of them may be represented at the hearing of and may oppose the granting of the application. [Act 25 of 2021 wef 01/04/2022] |
| (4) Any person who has been granted permission by the Court or written permission by the Official Assignee under subsection (1) must, within 14 days after the issue of the Court order or written permission, lodge a copy of the order or written permission with the Registrar. [36/2014] [Act 25 of 2021 wef 01/04/2022] |
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| Disqualification of unfit directors of insolvent companies |
149.—(1) The Court may —| (a) | on the application of the Minister or the Official Receiver as provided for in subsection (9); and | | (b) | on being satisfied as to the matters referred to in subsection (2), |
| make an order disqualifying a person specified in the order from being a director or in any way, whether directly or indirectly, being concerned in, or taking part in, the management of a company, during such period not exceeding 5 years after the date of the order as is specified in the order (called in this section a disqualification order). |
(2) The Court must make a disqualification order under subsection (1) if it is satisfied that —| (a) | the person against whom the order is sought has been given not less than 14 days’ notice of the application; and | | (b) | in respect of the person —| (i) | he or she is or has been a director of a company which has at any time gone into liquidation (whether while he or she was a director or within 3 years of his or her ceasing to be a director) and was insolvent at that time; and | | (ii) | his or her conduct as director of that company either taken alone or taken together with his or her conduct as a director of any other company or companies makes him or her unfit to be a director of or in any way, whether directly or indirectly, be concerned in, or take part in, the management of a company. |
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(3) If in the case of a person who is or has been a director of a company which is —| (a) | being wound up by the Court, it appears to the Official Receiver or to the liquidator (if the liquidator is not the Official Receiver); or | | (b) | being wound up otherwise than as mentioned in paragraph (a), it appears to the liquidator, |
| that the conditions mentioned in subsection (2)(b) are satisfied as respects that person, the Official Receiver or the liquidator (as the case may be) must immediately report the matter to the Minister. |
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(4) The Minister may require the Official Receiver or the liquidator or the former liquidator of a company —| (a) | to furnish the Minister with such information with respect to any person’s conduct as a director of the company; and | | (b) | to produce and permit inspection of such books, papers and other records relevant to that person’s conduct as such a director, |
| as the Minister may reasonably require for the purpose of determining whether to exercise, or of exercising, any of the Minister’s functions under this section; and if default is made in complying with that requirement the Court may, on the application of the Minister, make an order requiring that person to make good the default within such time as is specified in the order. |
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(5) For the purposes of this section —| (a) | a company has gone into liquidation —| (i) | if it is wound up by the Court, on the date of the filing of the winding up application; | | (ii) | where a provisional liquidator was appointed under section 161(1) of the Insolvency, Restructuring and Dissolution Act 2018, at the time when the declaration made under that subsection was lodged with the Registrar; and | | (iii) | in any other case, on the date of the passing of the resolution for the voluntary winding up; and |
| | (b) | a company was insolvent at the time it has gone into liquidation if it was unable to pay its debts, within the meaning of that expression in section 125(2) of the Insolvency, Restructuring and Dissolution Act 2018, |
| and references in this section to a person’s conduct as a director of any company or companies include, where any of those companies have become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency of that company. |
[40/2018] |
(6) In deciding whether a person’s conduct as a director of any particular company or companies makes him or her unfit to be concerned in, or take part in, the management of a company as is mentioned in subsection (2)(b), the Court must in relation to his or her conduct as a director of that company or (as the case may be) each of those companies have regard, generally to the matters referred to in paragraph (a), and, in particular, to the matters referred to in paragraph (b), even though the director has not been convicted or may be criminally liable in respect of any of these matters —| (a) | as to —| (i) | whether there has been any misfeasance or breach of any fiduciary or other duty by the director in relation to the company; | | (ii) | whether there has been any misapplication or retention by the director of, or any conduct by the director giving rise to an obligation to account for, any money or other property of the company; | | (iii) | the extent of the director’s responsibility for any failure by the company to comply with sections 138, 190, 191, 196B, 197, 199 and 201; and |
| | (b) | as to —| (i) | the extent of the director’s responsibility for the causes of the company becoming insolvent; | | (ii) | the extent of the director’s responsibility for any failure by the company to supply any goods or services which have been paid for (in whole or in part); | | (iii) | the extent of the director’s responsibility for the company entering into any transaction liable to be set aside under section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018; | | (iv) | whether the causes of the company becoming insolvent are attributable to its carrying on business in a particular industry where the risk of insolvency is generally recognised to be higher. [36/2014; 40/2018] |
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| (7) The Minister may, by notification in the Gazette, add to, vary or amend the matters referred to in subsection (6) and that notification may contain such transitional provisions as may appear to the Minister to be necessary or expedient. |
| (8) In this section, “company” includes a corporation and a foreign company but does not include a partnership or association to which Division 1 of Part 10 of the Insolvency, Restructuring and Dissolution Act 2018 applies. [40/2018] |
| (9) In the case of a person who is or has been a director of a company which has gone into liquidation and is being wound up by the Court, an application under this section is to be made by the Official Receiver but in any other case an application is to be made by the Minister. |
(9A) On a hearing of an application under this section —| (a) | the Minister or the Official Receiver (as the case may be) must appear and call the attention of the Court to any matter which appears to him or her to be relevant (and for this purpose the Minister may be represented) and may give evidence or call witnesses; and | | (b) | the person against whom an order is sought may appear and himself or herself give evidence or call witnesses. |
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| (10) This section does not apply unless the company mentioned in subsection (2)(b) has gone into insolvent liquidation on or after 15 August 1984 and the conduct to which the Court is to have regard does not include conduct as a director of a company that has gone into liquidation before that date. |
| (11) A person who acts as judicial manager, receiver or receiver manager shall not be liable to have a disqualification order made against the person in respect of acts done in the person’s capacity as judicial manager, receiver or receiver manager, as the case may be. |
| (12) Any person who acts in contravention of a disqualification order made under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. |
| (13) Nothing in this section prevents a person who is disqualified pursuant to an order made under subsection (1) from applying for permission of the Court to be concerned in or take part in the management of a company. [Act 25 of 2021 wef 01/04/2022] |
| (14) On the hearing of an application made under subsection (13) or (15), the Minister or the Official Receiver must appear (and for this purpose the Minister may be represented) and call attention of the Court to any matter which appears to him or her to be relevant to the application and may himself or herself give evidence or call witnesses. |
| (15) Any right to apply for permission of the Court to be concerned or take part in the management of a company that was subsisting immediately before 23 March 1990 is, after that date, to be treated as subsisting by virtue of the corresponding provision made under this section. [Act 25 of 2021 wef 01/04/2022] |
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| Disqualification of directors of companies wound up on grounds of national security or interest |
| 149A.—(1) Subject to subsections (2) and (3), where a company is ordered to be wound up by the Court under section 125(1)(n) of the Insolvency, Restructuring and Dissolution Act 2018 on the ground that it is being used for purposes against national security or interest, the Court may, on the application of the Minister, make an order (called in this section a disqualification order) disqualifying any person who is a director of that company from being a director or in any way, directly or indirectly, being concerned in, or from taking part in, the management of any company or foreign company for a period of 3 years from the date of the making of the winding up order. [40/2018] | (2) The Court must not make a disqualification order against any person under subsection (1) unless the Court is satisfied that the person against whom the order is sought has been given not less than 14 days’ notice of the Minister’s application for the order. |
(3) The Court must not make a disqualification order against any person under subsection (1) if such person proves to the satisfaction of the Court that —| (a) | the company had been used for purposes against national security or interest without his or her consent or connivance; and | | (b) | he or she had exercised such diligence to prevent the company from being so used as he or she ought to have exercised having regard to the nature of his or her function in that capacity and to all the circumstances. |
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| (4) Any person who acts in contravention of a disqualification order made under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. |
| (5) In this section, “foreign company” means a foreign company to which Division 2 of Part 11 applies. |
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| Appointment of directors by ordinary resolution |
| 149B. Unless the constitution otherwise provides, a company may appoint a director by ordinary resolution passed at a general meeting. [36/2014] |
| Appointment of directors to be voted on individually |
150.—(1) At a general meeting of a public company, a motion for the appointment of 2 or more persons as directors by a single resolution must not be made unless a resolution that it may be so made has first been agreed to by the meeting without any vote being given against it.| (2) A resolution passed pursuant to a motion made in contravention of this section is void, whether or not its being so moved was objected to at the time. |
| (3) Where a resolution pursuant to a motion made in contravention of this section is passed, no provision for the automatic re‑appointment of retiring directors in default of another appointment is to apply. |
| (4) For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment is to be treated as a motion for the person’s appointment. |
(5) Nothing in this section —| (a) | applies to a resolution altering the company’s constitution; | | (b) | prevents the election of 2 or more directors by ballot or poll. [36/2014] |
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| Validity of acts of directors and officers |
| 151. The acts of a director or chief executive officer or secretary are valid despite any defect that may afterwards be discovered in his or her appointment or qualification. [36/2014] |
| 152.—(1) A public company may by ordinary resolution remove a director before the expiration of his or her period of office, despite anything in its constitution or in any agreement between it and the director but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove the director does not take effect until the director’s successor has been appointed. [36/2014] | (2) Special notice is required of any resolution to remove a director of a public company under subsection (1) or to appoint some person in place of a director so removed at the meeting at which the director is removed, and on receipt of notice of an intended resolution to remove a director under subsection (1) the company must immediately send a copy thereof to the director concerned, and the director, whether or not he or she is a member of the company, is entitled to be heard on the resolution at the meeting. [36/2014] |
(3) Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto representations in writing to the public company, not exceeding a reasonable length, and requests their notification to members of the company, the company must, unless the representations are received by it too late for it to do so —| (a) | in any notice of the resolution given to members of the company state the fact of the representations having been made; and | | (b) | send a copy of the representations to every member of the company to whom notice of the meeting is sent, whether before or after receipt of the representations by the company, |
| and if a copy of the representations is not so sent because they were received too late or because of the company’s default the director may, without affecting the director’s right to be heard orally, require that the representations must be read out at the meeting. |
[36/2014] |
| (4) Despite subsections (1), (2) and (3), copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the public company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the director, even though the director is not a party to the application. [36/2014] |
| (5) A vacancy created by the removal of a director of a public company under this section, if not filled at the meeting at which the director is removed, may be filled as a casual vacancy. [36/2014] |
| (6) A person appointed director of a public company in place of a person removed under this section is to be treated, for the purpose of determining the time at which he or she or any other director is to retire, as if he or she had become a director on the day on which the person in whose place he or she is appointed was last appointed a director. [36/2014] |
| (7) Nothing in subsections (1) to (6) is to be taken as depriving a person removed as a director of a public company thereunder of compensation or damages payable to him or her in respect of the termination of his or her appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section. [36/2014] |
| (8) A director of a public company must not be removed by, or be required to vacate his or her office by reason of, any resolution, request or notice of the directors or any of them despite anything in the constitution or any agreement. [36/2014] |
| (9) Subject to any provision to the contrary in the constitution, a private company may by ordinary resolution remove a director before the expiration of his or her period of office despite anything in any agreement between the private company and the director. [36/2014] |
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| 153. [Repealed by Act 36 of 2014] |
| Disqualification to act as director on conviction of certain offences |
154.—(1) A person is subject to the disqualifications provided in subsection (3) if —| (a) | the person is convicted of any of the following offences:| (i) | any offence, whether in Singapore or elsewhere, involving fraud or dishonesty punishable with imprisonment for 3 months or more; | | (ii) | any offence under Part 12 of the Securities and Futures Act 2001, where the conviction was on or after 1 July 2015; or |
| | (b) | the person is subject to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 on or after 1 July 2015. [36/2014; 15/2017] |
(2) The court may, in addition to any other sentence imposed, make a disqualification order against any person who is convicted in Singapore of any of the following offences:| (a) | any offence in connection with the formation or management of a corporation; | | (b) | any offence under section 157 or 396B; | | (c) | any offence under section 237 or 239 of the Insolvency, Restructuring and Dissolution Act 2018. [40/2018] |
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(3) Subject to any permission which the Court may give pursuant to an application under subsection (6), a person who —| (a) | is disqualified under subsection (1); or | | (b) | has had a disqualification order made against him or her under subsection (2), |
| must not act as a director, or take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order. |
[36/2014] [Act 25 of 2021 wef 01/04/2022] |
(4) The disqualifications in subsection (3) —| (a) | in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) but has not been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years or for such shorter period as the court may order under subsection (2); | | (b) | in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) and has been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years after his or her release from prison; or | | (c) | in a case where the disqualified person is subject, on or after 1 July 2015, to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 — take effect upon the imposition of the civil penalty and continue for a period of 5 years after the imposition of the civil penalty. [36/2014; 15/2017] |
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| (5) A person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [36/2014] |
(6) A person who —| (a) | is disqualified under subsection (1); or | | (b) | has had a disqualification order made against him or her under subsection (2), |
| may apply to the Court for permission to act as a director, or to take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of his or her intention to apply for such permission. |
[36/2014] [Act 25 of 2021 wef 01/04/2022] |
| (7) On the hearing of any application under subsection (6), the Minister may be represented at the hearing and may oppose the granting of the application. [36/2014] |
| (8) Without affecting section 409, a District Court may make a disqualification order under this section. |
| (9) Any right to apply for permission of the Court to be a director or promoter or to be concerned or take part in the management of a company that was subsisting immediately before 12 November 1993 is on or after that date to be treated as subsisting by virtue of the corresponding provision made under this section. [Act 25 of 2021 wef 01/04/2022] |
|
| Disqualification for persistent default in relation to delivery of documents to Registrar |
| 155.—(1) Where a person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5 years after the person has last been adjudged guilty of any offence or has had made against the person an order under section 13 or 399 in relation to any such relevant requirements of this Act, without the permission of the Court, is a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management of a company, that person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [Act 25 of 2021 wef 01/04/2022] | (2) Any provision of this Act which requires any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar is a relevant requirement of this Act for the purposes of this section. |
| (3) For the purposes of this section, the fact that a person has been persistently in default in relation to relevant requirements of this Act may, subject to subsection (8), be conclusively proved by showing that, within a period of 5 years, the person has been adjudged guilty of 3 or more offences in relation to any such requirements or has had 3 or more orders made against the person under section 13 or 399 in relation to those requirements. |
| (4) A person is to be treated as being adjudged guilty of 3 or more offences in relation to any such relevant requirements of this Act for the purpose of subsection (3) if the person is convicted of any 3 or more offences by virtue of any contravention of, or failure to comply with, any such requirements (whether on the person’s own part or on the part of any company). |
| (5) For the purpose of this section, a conviction for an offence under section 154(2)(a) is not to be treated as an offence in relation to a relevant requirement of this Act. |
| (6) Where a person has had a third or subsequent order made against the person under section 13 or 399 and by virtue of the operation of this section that person is disqualified from being a director or promoter of or from being in any way directly or indirectly concerned or taking part in the management of a company, nothing in this section is to be construed as preventing that person from complying with the order of the Court and for this purpose that person is deemed to have the same status, powers and duties as that person had at the time the act, matter or thing should have been done. |
| (7) For the purpose of this section, a certificate of the Registrar stating that a person has been adjudged guilty of 3 or more offences or has had made against the person 3 or more orders under section 13 or 399 in relation to the requirements of this Act shall in all courts be received as prima facie evidence of the facts stated therein. |
| (8) No account is to be taken for the purposes of this section of any offence which was committed or, in the case of a continuing offence, began before 15 May 1984. |
| (9) A person intending to apply for permission of the Court under this section must give to the Minister not less than 14 days’ notice of the person’s intention so to apply. [Act 25 of 2021 wef 01/04/2022] |
| (10) On the hearing of any application under this section, the Minister may be represented and may oppose the granting of the application. |
| (11) In this section, company includes an unregistered company within the meaning of section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018. [40/2018] |
|
| Disqualification for being director in not less than 3 companies which were struck off within 5‑year period |
155A.—(1) A person who —| (a) | had been a director of 3 or more companies which names had been struck off the register under section 344(4) read with section 344(1) within a period of 5 years; and | | (b) | was, at the time the name of each company mentioned in paragraph (a) was struck off the register under section 344(4) read with section 344(1), a director of the company, |
| must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies for the period specified in subsection (1A). |
[Act 17 of 2023 wef 01/07/2023] (1A) The period mentioned in subsection (1) is —| (a) | where the person had previously been disqualified under this section (whether before, on or after the date of commencement of section 5 of the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023) from acting as director of, or taking part in or being concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies, 5 years after the date on which the name (or names) of the last of the companies mentioned in subsection (1)(a) was (or were) struck off the register; or | | (b) | in any other case, 3 years after the date on which the name (or names) of the last of the companies mentioned in subsection (1)(a) was (or were) struck off the register. [Act 17 of 2023 wef 01/07/2023] |
|
| (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [36/2014] |
(3) A person who is subject to a disqualification under subsection (1) may apply for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of disqualification to —| (a) | the Registrar; or | | (b) | the Court, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission. [Act 17 of 2023 wef 01/07/2023] |
|
| (3A) An application under subsection (3)(b) cannot be made if an application has been made to the Registrar under subsection (3)(a) and the decision of the Registrar on the application is pending. [Act 17 of 2023 wef 01/07/2023] |
| (3B) An application under subsection (3)(a) may be granted by the Registrar if the Registrar, having regard to such considerations as may be prescribed, thinks fit to do so. [Act 17 of 2023 wef 01/07/2023] |
| (3C) An application under subsection (3)(b) may be granted by the Court if the Court thinks fit to do so. [Act 17 of 2023 wef 01/07/2023] |
| (4) On the hearing of any application under this section, the Minister may be represented at the hearing and may oppose the granting of the application. [36/2014] |
| (5) [Deleted by Act 17 of 2023 wef 01/07/2023] |
|
| Debarment for default of relevant requirement of this Act |
| 155B.—(1) Where the Registrar is satisfied that a company is in default in relation to a relevant requirement of this Act, the Registrar may make a debarment order against any person who, at the time the order is made, is a director or secretary of the company. [36/2014] (2) Subject to subsection (3), a person who has a debarment order made against him or her must not —| (a) | except in respect of a company of which the person is a director immediately before the order was made — act as director of any company; or | | (b) | except in respect of a company of which the person is a secretary immediately before the order was made — act as secretary of any company. [36/2014] |
|
| (3) The debarment order applies from the date that the order is made and continues in force until the Registrar cancels or suspends the order. [36/2014] |
| (4) The Registrar may, upon the application of a person who has a debarment order made against the person or on the Registrar’s own accord, cancel or suspend such debarment order where the default in relation to the relevant requirements of this Act as at the time the debarment order is made has been rectified or on such other ground as may be prescribed, subject to such conditions as the Registrar may impose. [36/2014] |
| (5) Where the Registrar imposes conditions on the suspension of a debarment order under subsection (4), the suspension of the debarment order operates so long as that person fulfils and continues to fulfil all such conditions imposed by the Registrar. [36/2014] |
(6) The Registrar must not make a debarment order under subsection (1) —| (a) | unless the default in relation to a relevant requirement of this Act has persisted for a continuous period of 3 months or more and the person was a director or secretary of the company during that period; and | | (b) | unless the Registrar has, not less than 14 days before the order is made, sent the director or secretary concerned a notice of the Registrar’s intention to make a debarment order under subsection (1) specifying the default in relation to the relevant requirement of this Act for which the debarment order is proposed to be made and giving the director or secretary an opportunity to show cause why the debarment order should not be made. [36/2014] |
|
| (7) The Registrar must, in determining whether to make a debarment order, consider any representation from the director or secretary made pursuant to the notice under subsection (6)(b). [36/2014] |
| (8) Any person who is aggrieved by a debarment order made under subsection (1), or the Registrar’s refusal to cancel or suspend a debarment order under subsection (4), may appeal to the Minister. [36/2014] |
| (9) An appeal under subsection (8) does not suspend the effect of the debarment order. [36/2014] |
| (10) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [36/2014] |
| (11) The Registrar may from time to time prepare and publish, in such form and manner as the Registrar may decide, the names and particulars of the persons against whom a debarment order has been made and which continues in force. [36/2014] |
(12) In this section —| “debarment order” means a debarment order made under subsection (1); |
| “relevant requirement of this Act” has the meaning given by section 155(2); |
| “secretary” means a secretary of the company appointed under section 171. [36/2014] |
|
|
| Disqualification under Limited Liability Partnerships Act 2005 |
| 155C.—(1) Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 59, 60 or 61 of the Limited Liability Partnerships Act 2005 must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies during the period of disqualification or disqualification order. [36/2014] [Act 25 of 2021 wef 01/04/2022] | (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [36/2014] |
| (3) A person who is subject to a disqualification or disqualification order under section 59 or 61 of the Limited Liability Partnerships Act 2005 may apply to the Court for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission. [36/2014] [Act 25 of 2021 wef 01/04/2022] |
| (4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application. [36/2014] |
|
| Disqualification under VCC Act |
| 155D.—(1) Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 56, 57, 58, 59 or 60 of the VCC Act must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies during the period of the disqualification or disqualification order. [44/2018; 28/2019] [Act 25 of 2021 wef 01/04/2022] | (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [44/2018] |
| (3) A person who is subject to a disqualification or disqualification order mentioned in sections 56, 58, 59 and 60 of the VCC Act may apply to the Court for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission. [44/2018; 28/2019] [Act 25 of 2021 wef 01/04/2022] |
| (4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application. [44/2018] |
|
155E.—(1) A person who has a debarment order made against him or her under section 59 of the VCC Act must not —| (a) | except in respect of a company of which the person is a director immediately before the order was made — act as director of any company; or | | (b) | except in respect of a company of which the person is a secretary immediately before the order was made — act as secretary of any company. [28/2019] |
| (2) Subsection (1) applies from the date that the debarment order is made until such time as the Registrar cancels or suspends the order. [28/2019] |
| (3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [28/2019] |
|
| Disclosure of interests in transactions, property, offices, etc. |
156.—(1) Subject to this section, every director or chief executive officer of a company who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must as soon as is practicable after the relevant facts have come to his or her knowledge —| (a) | declare the nature of his or her interest at a meeting of the directors of the company; or | | (b) | send a written notice to the company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the company. [36/2014] |
(2) A notice under subsection (1)(b) must be given as soon as is practicable after —| (a) | the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or | | (b) | (if already a director or chief executive officer, as the case may be) the date on which the director or chief executive officer became, directly or indirectly, interested in a transaction or proposed transaction with the company, |
[36/2014] |
| (3) The requirements of subsection (1) do not apply in any case where the interest of the director or chief executive officer (as the case may be) consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction with the firstmentioned company if the interest of the director or chief executive officer (as the case may be) may properly be regarded as not being a material interest. [36/2014] |
(4) A director or chief executive officer of a company is not deemed to be interested or to have been at any time interested in any transaction or proposed transaction by reason only —| (a) | in the case where the transaction or proposed transaction relates to any loan to the company — that he or she has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or | | (b) | in the case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of a corporation which by virtue of section 6 is deemed to be related to the company — that he or she is a director or chief executive officer (as the case may be) of that corporation, |
| and this subsection has effect not only for the purposes of this Act but also for the purposes of any other law, but does not affect the operation of any provision in the constitution of the company. |
[36/2014] |
(5) A declaration given by a director or chief executive officer under subsection (1)(a), or a written notice given by a director or chief executive officer under subsection (1)(b), is to be treated as a sufficient declaration or written notice under those provisions in relation to a transaction or proposed transaction if —| (a) | in the case of a declaration, the declaration is given at a meeting of the directors or the director or chief executive officer (as the case may be) takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given; | | (b) | the declaration or written notice is to the effect that —| (i) | he or she is an officer or a member of a specified corporation, a member of a specified firm, or a partner or officer of a specified limited liability partnership; and | | (ii) | he or she is to be regarded as interested in any transaction which may, after the date of the declaration or written notice, be made with the specified corporation, firm or limited liability partnership; |
| | (c) | the declaration or written notice specifies the nature and extent of his or her interest in the specified corporation, firm or limited liability partnership; and | | (d) | at the time any transaction is made with the specified corporation, firm or limited liability partnership, his or her interest is not different in nature or greater in extent than the nature and extent specified in the declaration or written notice. [36/2014] |
|
(6) Every director and chief executive officer of a company who holds any office or possess any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with their duties or interests as director or chief executive officer (as the case may be) must —| (a) | declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict; or | | (b) | send a written notice to the company setting out the fact and the nature, character and extent of the conflict. [36/2014] |
|
(7) A declaration under subsection (6)(a) must be made at the first meeting of the directors of the company held —| (a) | after he or she becomes a director or chief executive officer (as the case may be); or | | (b) | (if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property, |
[36/2014] |
(8) A written notice under subsection (6)(b) must be given as soon as is practicable after —| (a) | the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or | | (b) | (if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property, |
[36/2014] |
(9) The company must, as soon as practicable after the receipt of the written notice mentioned in subsection (1)(b) or (6)(b), send a copy of the notice to —| (a) | in the case where the notice is given by a chief executive officer — all the directors; or | | (b) | in the case where the notice is given by a director — all the other directors. [36/2014] |
|
(10) Where a chief executive officer or a director of the company declares an interest or conflict by a written notice mentioned in subsection (1)(b) or (6)(b) (respectively) in accordance with this section —| (a) | the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given; and | | (b) | the provisions of section 188 (minutes of proceedings) apply as if the declaration had been made at that meeting. [36/2014] |
|
| (11) The secretary of the company must record every declaration under this section in the minutes of the meeting at which it was made and keep records of every written resolution duly signed and returned to the company under this section. [36/2014] |
| (12) The directors of a company must permit a chief executive officer of the company who is not a director to attend a meeting of the board of directors where such attendance is necessary for the chief executive officer to make a declaration for the purpose of complying with this section. [36/2014] |
(13) For the purposes of this section —| (a) | an interest of a member of a director’s family is treated as an interest of the director and the words “member of a director’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and | | (b) | an interest of a member of a chief executive officer’s family is treated as an interest of the chief executive officer and the words “member of the chief executive officer’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter. [36/2014] |
|
| (14) Subject to subsection (4), this section is in addition to and not in derogation of the operation of any rule of law or any provision in the constitution restricting a director or chief executive officer from having any interest in transactions with the company or from holding offices or possessing properties involving duties or interests in conflict with his or her duties or interests as a director or chief executive officer (as the case may be). [36/2014] |
| (15) Any director or chief executive officer of a company who fails to comply with any of the provisions of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months. [36/2014] |
|
| As to the duty and liability of officers |
157.—(1) A director must at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office.| (2) An officer or agent of a company must not make improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the company. [36/2014] |
(3) An officer or agent who commits a breach of any of the provisions of this section shall be —| (a) | liable to the company for any profit made by him or her or for any damage suffered by the company as a result of the breach of any of those provisions; and | | (b) | 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. |
|
| (4) This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company. |
(5) In this section —| “officer” includes a person who at any time has been an officer of the company; |
| “agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company. |
|
|
| 157A.—(1) The business of a company is to be managed by, or under the direction or supervision of, the directors. [36/2014] | (2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting. [36/2014] |
|
| Director declarations where company has one director |
| 157B. Where a company only has one director, that director may make a declaration required or authorised to be made under this Act by recording the declaration and signing the record; and such recording and signing of the declaration satisfies any requirement in this Act that the declaration be made at a meeting of the directors. |
| Use of information and advice |
157C.—(1) Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:| (a) | an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned; | | (b) | a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence; | | (c) | any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee’s designated authority. |
(2) Subsection (1) applies to a director only if the director —| (a) | acts in good faith; | | (b) | makes proper inquiry where the need for inquiry is indicated by the circumstances; and | | (c) | has no knowledge that such reliance is unwarranted. |
|
|
| Disclosure of company information by certain directors |
| 158.—(1) A director of a company may disclose information which the director has in his or her capacity as a director or an employee of a company, being information that would not otherwise be available to him or her, to the persons specified in subsection (2) if such disclosure is not likely to prejudice the company and is made with the authorisation of the board of directors. [36/2014] (2) The information referred to in subsection (1) may be disclosed to —| (a) | a person whose interests the director represents; or | | (b) | a person in accordance with whose directions or instructions the director may be required or is accustomed to act in relation to the director’s powers and duties. |
|
(3) The authorisation mentioned in subsection (1) may be conferred in respect of disclosure of —| (a) | all or any class of information; or | | (b) | only such information as may be specified in the authorisation. [36/2014] |
|
|
| Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council |
159. The matters to which the directors of a company are entitled to have regard in exercising their powers include —| (a) | the interests of the company’s employees generally, as well as the interests of its members; and | | (b) | the rulings of the Securities Industry Council on the interpretation of the principles and rules of and the practice to be followed under the Singapore Code on Take‑overs and Mergers. |
|
| Approval of company required for disposal by directors of company’s undertaking or property |
| 160.—(1) Despite anything in a company’s constitution, the directors must not carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by the company in general meeting. [36/2014] | (2) The Court may, on the application of any member of the company, restrain the directors from entering into a transaction in contravention of subsection (1). |
| (3) A transaction entered into in contravention of subsection (1) is, in favour of any person dealing with the company for valuable consideration and without actual notice of the contravention, as valid as if that subsection had been complied with. |
| (4) This section does not apply to proposals for disposing of the whole or substantially the whole of the company’s undertaking or property made by a receiver and manager of any part of the undertaking or property of the company appointed under a power contained in any instrument or a liquidator of a company appointed in a voluntary winding up. |
|
| 160A. [Repealed by Act 38 of 1998] |
| 160B. [Repealed by Act 38 of 1998] |
| 160C. [Repealed by Act 38 of 1998] |
| 160D. [Repealed by Act 38 of 1998] |
| Approval of company required for issue of shares by directors |
| 161.—(1) Despite anything in a company’s constitution, the directors must not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares. [36/2014] | (2) Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions. |
(3) Any approval for the purposes of this section continues in force until —| (a) | the conclusion of the annual general meeting commencing next after the date on which the approval was given; or | | (b) | the expiration of the period within which the next annual general meeting after that date is required by law to be held, |
| whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting. |
|
| (4) The directors may issue shares even though an approval for the purposes of this section has ceased to be in force if the shares are issued pursuant to an offer, agreement or option made or granted by them while the approval was in force and they were authorised by the approval to make or grant an offer, agreement or option which would or might require shares to be issued after the expiration of the approval. |
| (5) Section 186 applies to any resolution whereby an approval is given for the purposes of this section. |
| (6) Any issue of shares made by a company in contravention of this section is void and consideration given for the shares is recoverable accordingly. |
| (7) Any director who knowingly contravenes, or permits or authorises the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but no proceedings to recover any such loss, damages or costs may be commenced after the expiration of 2 years from the date of the issue. |
|
| Loans and quasi‑loans to directors, credit transactions and related arrangements |
162.—(1) For the purposes of this section, a company makes a restricted transaction if it —| (a) | makes a loan or quasi‑loan to a director —| (i) | of the company; or | | (ii) | of a company which by virtue of section 6 is deemed to be related to that company, |
| (called in this section a relevant director); |
| | (b) | enters into any guarantee or provides any security in connection with a loan or quasi‑loan made to a relevant director by any other person; | | (c) | enters into a credit transaction as creditor for the benefit of a relevant director; | | (d) | enters into any guarantee or provides any security in connection with a credit transaction entered into by any person for the benefit of a relevant director; | | (e) | takes part in an arrangement under which —| (i) | another person enters into a transaction that, if it had been entered into by the company, would have been a restricted transaction under paragraph (a), (b), (c), (d) or (f); and | | (ii) | that person, pursuant to the arrangement, obtains a benefit from the company or a company which by virtue of section 6 is deemed to be related to that company; or |
| | (f) | arranges the assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have been a restricted transaction under paragraphs (a) to (e). [36/2014] |
| (2) Subject to subsections (3) and (4) and sections 163A and 163B, a company (other than an exempt private company) must not make a restricted transaction. [36/2014] |
(3) Subject to subsection (4), nothing in this section applies to any transaction which would otherwise be a restricted transaction that is —| (a) | made to or for the benefit of a relevant director to meet expenditure incurred or to be incurred by him or her for the purposes of the company or for the purpose of enabling him or her to properly perform his or her duties as an officer of the company; | | (b) | made to or for the benefit of a relevant director who is engaged in the full‑time employment of the company or of a corporation that is deemed to be related to the company, as the case may be, for the purpose of purchasing or otherwise acquiring a home occupied or to be occupied by the director, except that not more than one such restricted transaction may be outstanding at any time; | | (c) | made to or for the benefit of a relevant director who is engaged in the full‑time employment of the company or of a corporation that is deemed to be related to that company (as the case may be) where the company has at a general meeting approved of a scheme for the making of such transaction to or for the benefit of employees of the company and the restricted transaction is in accordance with that scheme; or | | (d) | made to or for the benefit of a relevant director in the ordinary course of business of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans, quasi‑loans or credit transactions made or entered into by other persons if 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. [36/2014] |
|
(4) Subsection (3)(a) or (b) does not authorise the making of any restricted transaction, except —| (a) | with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount or extent of the restricted transaction are disclosed; or | | (b) | on condition that, if the prior approval of the company is not given as aforesaid at or before the next following annual general meeting, the amount of or liability under the restricted transaction must be repaid or discharged (as the case may be) within 6 months from the conclusion of that meeting. [36/2014] |
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| (5) Where the prior approval of the company is not given as required by the condition mentioned in subsection (4)(b), the directors authorising the making of the restricted transaction are jointly and severally liable to indemnify the company against any loss arising therefrom. [36/2014] |
| (6) Where a company contravenes this section, any director who authorises the making of the restricted transaction 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 2 years. [36/2014] |
| (7) Nothing in this section operates to prevent the company from recovering the amount of any loan, quasi‑loan, credit transaction or arrangement or amount for which it becomes liable under any guarantee entered into or in respect of any security given contrary to this section. [36/2014] |
| (8) For the purpose of subsection (1), a reference to a director or relevant director therein includes a reference to the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter. [36/2014] |
| (9) In determining for the purposes of this section whether a transaction is a restricted transaction under subsection (1)(e), the transaction is to be treated as having been entered into on the date of the arrangement. [36/2014] |
| (10) For the purposes of this section, a reference to prior approval does not include any approval of the company that is given after the restricted transaction has been made, provided for or entered into (as the case may be). [36/2014] |
(11) In this section and section 163 —| “conditional sale agreement” has the meaning given by section 2 of the Hire‑Purchase Act 1969; |
“credit transaction” means a transaction under which one party (called in this section and section 163 the creditor) —| (a) | supplies any goods or disposes of any immovable property under a hire‑purchase agreement or a conditional sale agreement; | | (b) | leases or hires any immovable property or goods in return for periodic payments; or | | (c) | otherwise disposes of immovable property or supplies goods or services on the understanding that payment (whether in a lump sum or instalments or by way of periodic payments or otherwise) is to be deferred; |
|
“quasi‑loan” means a transaction under which one party (called in this section and section 163 the creditor) agrees to pay, or pays otherwise than pursuant to an agreement, a sum for another (called in this section the borrower) or agrees to reimburse, or reimburses otherwise than pursuant to an agreement, expenditure incurred by another party for another (called in this section and section 163 the borrower) —| (a) | on terms that the borrower (or a person on the borrower’s behalf) will reimburse the creditor; or | | (b) | in circumstances giving rise to a liability on the borrower to reimburse the creditor; |
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| “services” means any thing other than goods or immovable property. [36/2014] |
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(12) For the purposes of subsection (11) —| (a) | a reference to the person to whom a quasi‑loan is made is a reference to the borrower; | | (b) | the liabilities of the borrower under a quasi‑loan include the liabilities of any person who has agreed to reimburse the creditor on behalf of the borrower; | | (c) | a reference to the person for whose benefit a credit transaction is entered into is a reference to the person to whom goods, immovable property or services are supplied, sold, leased, hired or otherwise disposed of under the transaction; and | | (d) | a reference to the supply of services means the supply of anything other than goods or immovable property and includes the transfer or disposal of choses in action or of intellectual property rights. |
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| Approval of company required for loans and quasi‑loans to, and credit transactions for benefit of, persons connected with directors of lending company, etc. |
163.—(1) Subject to this section and sections 163A and 163B, it is not lawful for a company (other than an exempt private company) —| (a) | to make a loan or quasi‑loan to another company, a limited liability partnership or a VCC; | | (b) | to enter into any guarantee or provide any security in connection with a loan or quasi‑loan made to another company, a limited liability partnership or a VCC by a person other than the firstmentioned company; | | (c) | to enter into a credit transaction as creditor for the benefit of another company, a limited liability partnership or a VCC; or | | (d) | to enter into any guarantee or provide any security in connection with a credit transaction entered into by any person for the benefit of another company, a limited liability partnership or a VCC, |
| if a director or directors of the firstmentioned company is or together are interested in 20% or more of the total voting power in the other company, the limited liability partnership or the VCC (as the case may be), unless there is prior approval by the company in general meeting for the making of, provision for or entering into the loan, quasi‑loan, credit transaction, guarantee or security (as the case may be) at which the interested director or directors, and his, her or their family members, abstained from voting. |
[36/2014; 44/2018] (2) Subsection (1) also applies to —| (a) | a loan or quasi‑loan made by a company (other than an exempt private company) to another company or a limited liability partnership; | | (b) | a credit transaction made by a company (other than an exempt private company) for the benefit of another company or to a limited liability partnership; and | | (c) | a guarantee entered into or security provided by a company (other than an exempt private company) in connection with a loan or quasi‑loan made to another company or a limited liability partnership by a person other than the firstmentioned company or with a credit transaction made for the benefit of another company or a limited liability partnership entered into by a person other than the firstmentioned company, |
| where such other company or such limited liability partnership is incorporated or formed (as the case may be) outside Singapore, if a director or directors of the firstmentioned company have an interest in the other company or the limited liability partnership, as the case may be. |
[36/2014] |
(3) For the purposes of subsection (2), a director or directors of a company —| (a) | have an interest in the other company if —| (i) | in the case of a company with a share capital — the director or directors is or together are interested in 20% or more of the total voting power in the other company; or | | (ii) | in the case of a company without a share capital — the director or directors exercises or together exercise control over the other company (whether by reason of having the power to appoint directors or otherwise); or |
| | (b) | have an interest in a limited liability partnership if the director or directors is or together are interested in 20% or more of the total voting power in the limited liability partnership. [36/2014] |
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(3A) Subject to this section and sections 163A and 163B, a company (other than an exempt private company) must not —| (a) | take part in an arrangement under which —| (i) | another person enters into a transaction that, if it had been entered into by the company, would have required approval under this section; and | | (ii) | that person, pursuant to the arrangement, obtains a benefit from the company or a related company; or |
| | (b) | arrange the assignment to it, or assumption by it, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have required such approval, |
| unless there is prior approval by the company in general meeting for taking part in such an arrangement or for arranging the assignment or assumption of rights, obligations or liabilities under such a transaction at which the interested director or directors, or his, her or their family members, abstained from voting. |
[36/2014] |
| (3B) In determining for the purposes of subsection (3A) whether a transaction is one that would have required approval under this section if it had been entered into by the company, the transaction is to be treated as having been entered into on the date of the arrangement. [36/2014] |
| (3C) The requirement in subsections (1) and (3A) that the interested director or directors, or his, her or their family members, abstain from voting at the general meeting of the company does not apply where all the shareholders of the company have each voted to approve the arrangement. [36/2014] |
(3D) For the purposes of this section —| (a) | where a company makes a loan or quasi‑loan to another company or VCC, enters into a credit transaction for the benefit of another company or VCC, gives a guarantee or provides security in connection with a loan, quasi‑loan or credit transaction made to or entered into for the benefit of another company or VCC, or enters into an arrangement referred to in subsection (3A), a director or directors of the firstmentioned company are not to be taken to have an interest in shares in that other company or VCC by reason only that the firstmentioned company has an interest in shares in that other company or VCC and a director or directors have an interest in shares in the firstmentioned company; | | (b) | the expression “interest in shares”, in relation to a company, has the meaning assigned to it in section 7 and, in relation to a VCC, has the meaning assigned to it in section 7 as applied by section 2(6) of the VCC Act and read with section 2(7) of that Act; | | (c) | a person who has an interest in a share of a company or a VCC is to be treated as having an interest in the voting power conferred on the holder by that share; | | (d) | a reference to prior approval of the company in subsection (1) does not include any approval of the company that is given after the loan, quasi‑loan, credit transaction, guarantee or security mentioned in that subsection has been made, provided for or entered into (as the case may be); and | | (e) | a reference to prior approval of the company in subsection (3A) does not include any approval of the company that is given after the arrangement referred to in that subsection has been entered into. [36/2014; 44/2018] |
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(4) This section does not apply —| (a) | to anything done by a company where the other company (whether that company is incorporated in Singapore or otherwise) or VCC is its subsidiary or holding company or a subsidiary of its holding company; or | | (b) | to a company, whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business if 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. [44/2018] |
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(5) For the purposes of this section —| (a) | an interest of a member of a director’s family is treated as the interest of the director; and | | (b) | a reference to a member of a director’s family includes the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter. [36/2014] |
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| (6) Nothing in this section operates to prevent the recovery of the amount of any loan, quasi‑loan, credit transaction or arrangement or the enforcement of any guarantee or security whether made or given by the company or any other person. [36/2014] |
| (7) Where a company contravenes this section, any director who authorises the making of any loan or quasi‑loan, the entering into of any credit transaction, the entering into of any guarantee, the providing of any security or the entering into of any arrangement contrary to this section 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 2 years. [36/2014] |
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| Exception for expenditure on defending proceedings, etc. |
163A.—(1) Sections 162 and 163 do not apply to anything done by a company —| (a) | to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director —| (i) | in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company; or | | (ii) | in connection with an application for relief; or |
| | (b) | to enable any such director to avoid incurring such expenditure, |
| if it is done on the terms provided in subsection (2). |
[36/2014] (2) The terms referred to in subsection (1) are —| (a) | that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of —| (i) | the director being convicted in the proceedings; | | (ii) | judgment being given against the director in the proceedings; or | | (iii) | the court refusing to grant the director relief on the application; and |
| | (b) | that it is to be repaid or discharged not later than 14 days after —| (i) | the date when the conviction becomes final; | | (ii) | the date when the judgment becomes final; or | | (iii) | the date when the refusal of relief becomes final. [36/2014] |
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(3) For the purposes of this section —| (a) | a conviction, judgment or refusal of relief becomes final —| (i) | if it is not appealed against, at the end of the period for bringing an appeal; or | | (ii) | if it is appealed against, when the appeal (or any further appeal) is disposed of; |
| | (b) | an appeal or further appeal is disposed of —| (i) | if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or | | (ii) | if it is abandoned or otherwise ceases to have effect; and |
| | (c) | a reference to the repayment of a loan includes the payment of any interest which is chargeable under the terms on which the loan was given. [36/2014] |
|
| (4) The reference in this section to an application for relief is to an application for relief under section 76A(13) or 391. [36/2014] |
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| Exception for expenditure in connection with regulatory action or investigation |
163B. Sections 162, 163 and 172 do not apply to anything done by a company —| (a) | to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director in defending himself or herself —| (i) | in an investigation by a regulatory authority; or | | (ii) | against any action proposed to be taken by a regulatory authority, |
| in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company; or |
| | (b) | to enable any such director to avoid incurring such expenditure. [36/2014] |
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| Register of director’s and chief executive officer’s shareholdings |
164.—(1) A company must keep a register showing with respect to each director of the company particulars of —| (a) | shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he or she has an interest and the nature and extent of that interest; | | (b) | debentures of or participatory interests made available by the company or a related corporation which are held by the director or in which he or she has an interest and the nature and extent of that interest; | | (c) | rights or options of the director or of the director and another person or other persons in respect of the acquisition or disposal of shares in the company or a related corporation; and | | (d) | contracts to which the director is a party or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company or in a related corporation. [36/2014] |
(1A) A company must keep a register showing with respect to each chief executive officer of the company particulars of —| (a) | shares in that company, being shares of which the chief executive officer is their registered holder or in which he or she has an interest and the nature and extent of that interest; | | (b) | debentures of the company which are held by the chief executive officer or in which he or she has an interest and the nature and extent of that interest; | | (c) | rights or options of the chief executive officer or of the chief executive officer and another person or other persons in respect of the acquisition or disposal of shares in the company; and | | (d) | contracts to which the chief executive officer is a party or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company. [36/2014] |
|
| (2) A company need not show, in its register with respect to a director, particulars of shares in a related corporation that is a wholly‑owned subsidiary of the company or of another corporation. |
| (3) A company that is a wholly‑owned subsidiary of another company is deemed to have complied with this section in relation to a director or chief executive officer of that other company (whether or not he or she is also a director of that company) if the particulars required by this section to be shown in the registers of the firstmentioned company with respect to the director or chief executive officer (as the case may be) are shown in the registers of the second‑mentioned company. [36/2014] |
(4) For the purposes of subsections (2) and (3), a company is a wholly‑owned subsidiary of another company if none of the members of the firstmentioned company is a person other than —| (a) | the second‑mentioned company; | | (b) | a nominee of the second‑mentioned company; | | (c) | a subsidiary of the second‑mentioned company being a subsidiary none of the members of which is a person other than the second‑mentioned company or a nominee of the second‑mentioned company; or | | (d) | a nominee of such a subsidiary. |
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(5) A company must, within 3 days after receiving notice from a director or chief executive officer under section 165(1)(a) of this Act or section 133(1)(a), (b), (c), (d) or (e) of the Securities and Futures Act 2001, enter in its register in relation to the director or chief executive officer (as the case may be) the particulars referred to in subsection (1) or (1A) (as the case may be) including the number and description of shares, debentures, participatory interests (if applicable), rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests (if applicable), rights or options acquired or contracts entered into after he or she became a director or chief executive officer (as the case may be) —| (a) | the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this section; and | | (b) | the date of —| (i) | the agreement for the transaction or, if it is later, the completion of the transaction; or | | (ii) | where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section. [36/2014] |
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| (6) A company must, within 3 days after receiving a notice from a director or chief executive officer (as the case may be) under section 165(1)(b) of this Act or section 133(1)(g) (in respect of a change in the particulars of any matter referred to in section 133(1)(a) to (e)) of the Securities and Futures Act 2001, enter in its register the particulars of the change referred to in the notice. [2/2009; 36/2014] |
| (7) A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of or participatory interest made available by the company. |
| (8) A company must, subject to this section, keep its register at the registered office of the company and the register 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 $3 or such lesser sum as the company requires. |
| (9) A person may request a company to furnish the person with a copy of its register or any part thereof 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 21 days or such longer period as the Registrar thinks fit after the day on which the request is received by the company. |
| (10) The Registrar may by written notice require a company to send to the Registrar within such time as may be specified in the notice a copy of its register or any part thereof. |
| (11) A company must produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting. |
| (12) It is a defence to a prosecution for failing to comply with subsection (1), (1A) or (5) in respect of particulars relating to a director or chief executive officer if the defendant proves that the failure was due to the failure of the director or chief executive officer to comply with section 165 of this Act, or (as the case may be) section 133 of the Securities and Futures Act 2001 with respect to those particulars. [36/2014] |
(13) In this section —| (a) | a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and | | (b) | a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest. |
|
| (14) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share is a reference to a debenture or participatory interest. |
(15) For the purposes of the application of this section —| (a) | a director or chief executive officer of a company is deemed to hold or have an interest or a right in or over any shares or debentures if —| (i) | a wife or husband of the director or chief executive officer (as the case may be) (not being herself or himself a director or chief executive officer thereof) holds or has an interest or a right in or over any shares or debentures; or | | (ii) | a child of less than 18 years of age of that director or chief executive officer (as the case may be) (not being himself or herself a director or chief executive officer) holds or has an interest in shares or debentures; and |
| | (b) | any contract, assignment or right of subscription is deemed to have been entered into or exercised or made by, or a grant is deemed as having been made to, the director or chief executive officer (as the case may be) if —| (i) | the contract, assignment or right of subscription is entered into, exercised or made by, or a grant is made to, the wife or husband of a director or chief executive officer of a company (not being herself or himself a director or chief executive officer thereof); or | | (ii) | the contract, assignment or right of subscription is entered into, exercised or made by, or a grant is made to, a child of less than 18 years of age of a director or chief executive officer of a company (not being himself or herself a director or chief executive officer thereof). [36/2014] |
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| (16) In subsection (15), “child” includes stepson, adopted son, stepdaughter and adopted daughter. [36/2014] |
| (17) 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 $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction. |
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| Power to require disclosure of directors’ emoluments |
164A.—(1) If a company is served with a notice sent by or on behalf of —| (a) | at least 10% of the total number of members of the company (excluding the company itself if it is registered as a member); or | | (b) | a member or members with at least 5% of the total number of issued shares of the company (excluding treasury shares), |
| requiring the emoluments and other benefits received by the directors of the company or of a subsidiary to be disclosed, the company must — |
| (c) | within 14 days or such longer period as the Registrar may allow, prepare or cause to be prepared and cause to be audited a statement showing the total amount of emoluments and other benefits paid to or received by each of the directors of the company and each director of a subsidiary; including any amount paid by way of salary, for the financial year immediately preceding the service of the notice; | | (d) | when the statement mentioned in paragraph (c) has been audited, within 14 days send a copy of the statement to all persons entitled to receive notice of general meetings of the company; and | | (e) | lay the statement before the next general meeting of the company held after the statement is audited. |
| (2) If default is made in complying with this section, the company and every director of the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000. |
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| General duty to make disclosure |
165.—(1) Every director and chief executive officer of a company must give written notice to the company —| (a) | of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary for the purposes of compliance by the firstmentioned company with section 164 that are applicable in relation to him or her; | | (b) | of particulars of any change in respect of the particulars referred to in paragraph (a) of which notice has been given to the company including the consideration (if any) received as a result of the event giving rise to the change; and | | (c) | of such events and matters affecting or relating to himself or herself as are necessary for the purposes of compliance by the company with section 173A that are applicable in relation to him or her. [36/2014] |
(2) A notice under subsection (1) must be given —| (a) | in the case of a notice under subsection (1)(a), within 2 business days after —| (i) | the date on which the director became a director or the chief executive officer became a chief executive officer, as the case may be; or | | (ii) | the date on which the director or chief executive officer (as the case may be) became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts, |
| whichever last occurs; and |
| | (b) | in the case of a notice under subsection (1)(b), within 2 business days after the occurrence of the event giving rise to the change mentioned in that paragraph. [36/2014] |
|
| (3) A company must, within 7 days after it receives a notice given under subsection (1), send a copy of the notice to each of the other directors or chief executive officers of the company. [36/2014] |
(4) It is a defence to a prosecution for failing to comply with subsection (1)(a) or (b) or with subsection (2) if the defendant proves that his or her failure was due to his or her not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —| (a) | he or she was not so aware on the date of the information or summons; or | | (b) | he or she became so aware less than 7 days before the date of the summons. |
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(5) For the purposes of subsection (4), a person is conclusively presumed to have been aware at a particular time of a fact or occurrence —| (a) | of which the person would, if the person had acted with reasonable diligence in the conduct of his or her 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 in or a debenture of or participatory interest issued by the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master’s or principal’s affairs, have been aware at that time. |
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(6) In this section —| (a) | a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and | | (b) | a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest. |
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| (7) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share is a reference to a debenture or participatory interest. |
| (8) Nothing in section 164 or this section requires a company to enter in its register or requires a director to give notice to the company of matters that are shown in the register kept by the company in accordance with the repealed section 134 as in force immediately before 5 October 1973. |
| (9) Any director or chief executive officer who fails to comply with subsection (1) or (2) or any company that fails to comply with subsection (3) 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 and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction. [36/2014] |
(10) Subsection (1)(a) and (b) does not apply to a person —| (a) | who is a director or chief executive officer of a listed company; and | | (b) | who is required to make disclosure of the matters referred to in subsection (1)(a) and (b) of this section under section 133 of the Securities and Futures Act 2001. [2/2009; 36/2014] |
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| 166. [Repealed by Act 2 of 2009] |
| 167. [Repealed by Act 13 of 1987] |
| Payments to director for loss of office, etc. |
168.—(1) It is not lawful —| (a) | for a company to make to any director any payment by way of compensation for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection with his or her retirement from any such office; or | | (b) | for any payment to be made to any director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company, |
| unless particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company and the proposal has been approved by the company in general meeting and when any such payment has been unlawfully made the amount received by the director is deemed to have been received by him or her in trust for the company. |
(1A) The requirement for approval by the company in subsection (1) does not apply in respect of any payment to a director holding a salaried employment or office in the company by way of compensation for termination of employment pursuant to an existing legal obligation arising from an agreement made between the company and the director if —| (a) | the amount of the payment does not exceed the total emoluments of the director for the year immediately preceding his or her termination of employment; and | | (b) | the particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company upon or prior to the payment. [36/2014] |
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(1B) For the purposes of subsection (1A) —| (a) | an existing legal obligation is an obligation of the company, or any corporation which is by virtue of section 6 deemed to be related to the company, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office; and | | (b) | if paragraph (a) or (b) of that subsection is not complied with, the amount received by the director is deemed to have been received by him or her on trust for the company. [36/2014] |
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| (2) Where such a payment is to be made to a director in connection with the transfer to any person, as a result of an offer made to shareholders, of all or any of the shares in the company, that director must take all reasonable steps to secure that particulars with respect to the proposed payment, including the amount thereof, are included in or sent with any notice of the offer made for their shares which is given to any shareholders, unless those particulars are furnished to the shareholders by virtue of any requirement of law relating to take‑over offers or any requirement of the Take‑over Code mentioned in section 139 of the Securities and Futures Act 2001. |
| (3) A director who fails to comply with subsection (2) and a person who has been properly required by a director to include in or send with any notice under this section the particulars required by that subsection and who fails to do so shall be guilty of an offence, and if the requirements of that subsection are not complied with any sum received by the director on account of the payment is deemed to have been received by him or her in trust for any person who has sold the person’s shares as a result of the offer made. |
| (4) If in connection with any such transfer the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him or her is in excess of the price which could at the time have been obtained by other holders of the like shares or any valuable consideration is given to any such director, the excess or the money value of the consideration (as the case may be) is for the purposes of this section deemed to have been a payment made to the director by way of compensation for loss of office or as consideration for or in connection with his or her retirement from office. |
| As to payments to directors |
(5) Any reference in this section to payments to any director of a company by way of compensation for loss of office or as consideration for or in connection with his or her retirement from office does not include —| (a) | any payment under an agreement entered into before 1 January 1967; | | (b) | any payment under an agreement particulars of which have been disclosed to and approved by special resolution of the company; | | (c) | any bona fide payment by way of damages for breach of contract; | | (d) | any bona fide payment by way of pension or lump sum payment in respect of past services, including any superannuation or retiring allowance, superannuation gratuity or similar payment, where the value or amount of the pension or payment, except insofar as it is attributable to contributions made by the director, does not exceed the total emoluments of the director in the 3 years immediately preceding his or her retirement or death; or | | (e) | any payment to a director pursuant to an agreement made between the company and him or her before he or she became a director of the company as the consideration or part of the consideration for the director agreeing to serve the company as a director. |
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| (6) This section is in addition to and not in derogation of any rule of law requiring disclosure to be made with respect to any such payments or any other like payment. |
| (7) In this section, “director” includes any person who has at any time been a director of the company or of a corporation which is by virtue of section 6 deemed to be related to the company. |
|
| Provision and improvement of director’s emoluments |
169.—(1) A company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach of this section is void.| (2) In this section, “emoluments” in relation to a director includes fees and percentages, any sums paid by way of expenses allowance insofar as those sums are charged to income tax in Singapore, any contribution paid in respect of a director under any pension scheme and any benefits received by him or her otherwise than in cash in respect of his or her services as director. |
|
| 170. [Repealed by Act 36 of 2014] |
| 171.—(1) Every company must have one or more secretaries each of whom must be a natural person who has his or her principal or only place of residence in Singapore and who is not debarred under section 155B from acting as secretary of the company. [36/2014] | (1A) It is the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company. |
(1AA) In addition, it is the duty of the directors of a public company to take all reasonable steps to secure that each secretary of the company is a person who —| (a) | on 15 May 1987 held the office of secretary in that company and continued to hold that office on 15 May 2003; or | | (b) | satisfies such requirements relating to experience, professional and academic requirements and membership of professional associations, as may be prescribed. [36/2014] |
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| (1AB) The Registrar may require a private company to appoint a person who satisfies subsection (1AA)(b) as its secretary if the Registrar is satisfied that the company has failed to comply with any provision of this Act with respect to the keeping of any register or other record. [36/2014] |
| (1B) Any person who is appointed by the directors of a company as a secretary must, at the time of his or her appointment, by himself or herself or through a registered qualified individual authorised by him or her, file with the Registrar a declaration in the prescribed form that he or she consents to act as secretary and providing the prescribed particulars. [36/2014] |
| (1C) A person to whom subsection (1AA)(a) applies who, after 15 May 1987, becomes a secretary of another company and is not qualified to act as secretary under subsection (1AA)(b) is not to be regarded as being a person who is qualified to discharge the functions of secretary under this subsection. [36/2014] |
| (1D) In this section and sections 173 to 173I, “secretary” includes an assistant or deputy secretary. [36/2014] |
| (1E) Where a director is the sole director of a company, he or she must not act or be appointed as the secretary of the company. |
| (2) Subsection (1) does not operate to prevent a corporation which was acting as the secretary of a company immediately before 29 December 1967 from continuing to act as secretary of that company for a period of 12 months after that date. |
| (3) The secretary or secretaries are to be appointed by the directors and at least one of those secretaries must be present at the registered office of the company by himself or herself or his or her agent or clerk on the days and at the hours during which the registered office is to be accessible to the public. |
| (3A) Despite subsection (3), a secretary or his or her agent or clerk of a private company need not be physically present at the registered office during the times specified in that subsection if a secretary or his or her agent or clerk of the private company is readily contactable by a person at the registered office by telephone or other means of instantaneous communication during those times. [36/2014] |
| (4) Subject to subsection (4A), anything required or authorised to be done by or in relation to the secretary may, if the office is vacant or for any other reason the secretary is not capable of acting, be done by or in relation to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or in relation to any officer of the company authorised generally or specially in that behalf by the directors. |
| (4A) The office of secretary must not be left vacant for more than 6 months at any one time. |
| (5) A provision requiring or authorising a thing to be done by or in relation to a director and the secretary is not satisfied by its being done by or in relation to the same person acting both as director and as, or in place of, the secretary. |
|
| Provision protecting officers from liability |
| 172.—(1) Any provision that purports to exempt an officer of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. [36/2014] | (2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for an officer of the company against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void, except as permitted by section 172A or 172B. [36/2014] |
| (3) This section applies to any provision, whether contained in a company’s constitution or in any contract with the company or otherwise. [36/2014] |
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| 172A. Section 172(2) does not prevent a company from purchasing and maintaining for an officer of the company insurance against any such liability mentioned in that subsection. [36/2014] |
172B.—(1) Section 172(2) does not apply where the provision for indemnity is against liability incurred by the officer to a person other than the company, except when the indemnity is against —| (a) | any liability of the officer to pay —| (i) | a fine in criminal proceedings; or | | (ii) | a sum payable to a regulatory authority by way of a penalty in respect of non‑compliance with any requirement of a regulatory nature (however arising); or |
| | (b) | any liability incurred by the officer —| (i) | in defending criminal proceedings in which he or she is convicted; | | (ii) | in defending civil proceedings brought by the company or a related company in which judgment is given against him or her; or | | (iii) | in connection with an application for relief referred to in subsection (4) in which the court refuses to grant him or her relief. [36/2014] |
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| (2) The references in subsection (1)(b) to a conviction, judgment or refusal of relief are references to the final decision in the proceedings. [36/2014] |
(3) For the purposes of subsection (2) —| (a) | a conviction, judgment or refusal of relief becomes final —| (i) | if it is not appealed against — at the end of the period for bringing an appeal; or | | (ii) | if it is appealed against — at the time when the appeal (or any further appeal) is disposed of; and |
| | (b) | an appeal (or further appeal) is disposed of —| (i) | if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or | | (ii) | if it is abandoned or otherwise ceases to have effect. [36/2014] |
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| (4) The reference in subsection (1)(b)(iii) to an application for relief is to an application for relief under section 76A(13) or 391. [36/2014] |
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| Registers of directors, chief executive officers, secretaries and auditors |
173.—(1) The Registrar must, in respect of each company, keep a register of the company’s —| (a) | directors; | | (b) | chief executive officers; | | (c) | secretaries; and | | (d) | auditors (if any). [36/2014] |
| (2) The register under subsection (1) is to be kept in such form as the Registrar may determine. [36/2014] |
(3) Subject to subsection (4), the register of a company’s directors must contain the following information in respect of each director of the company:| (a) | full name and any former name; | | (b) | residential address or, at the director’s option, alternate address; | | (c) | nationality; | | (d) | identification; | | (e) | date of appointment; | | (f) | date of cessation of appointment. [36/2014] |
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| (4) The Registrar need only keep any former name of a director in the register of the company for a period of 5 years from the date on which the name was furnished to the Registrar. [36/2014] |
(5) The register of a company’s chief executive officers must contain the following information in respect of each chief executive officer of the company:| (a) | full name; | | (b) | residential address or, at the chief executive officer’s option, alternate address; | | (c) | nationality; | | (d) | identification; | | (e) | date of appointment; | | (f) | date of cessation of appointment. [36/2014] |
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(6) The register of a company’s secretaries must contain the following information in respect of each secretary of the company:| (a) | full name; | | (b) | residential address or, at the secretary’s option, alternate address; | | (c) | identification; | | (d) | date of appointment; | | (e) | date of cessation of appointment. [36/2014] |
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(7) The register of a company’s auditors must contain the following information in respect of each auditor of the company:| (a) | full name; | | (b) | an address at which the auditors may be contacted; | | (c) | identification, if any; | | (d) | date of appointment; | | (e) | date of cessation of appointment. [36/2014] |
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| (8) An entry in the register of directors, register of chief executive officers, register of secretaries and register of auditors required to be kept by the Registrar under this section, is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the respective register. [36/2014] |
| (9) A certificate of the Registrar setting out any of the particulars required to be entered or inserted in the register of directors, register of chief executive officers, register of secretaries or register of auditors required to be kept by the Registrar under this section shall in all courts and before all persons and bodies authorised by law to receive evidence be received as prima facie evidence of the entry of such particulars in the respective register. [36/2014] |
| (10) A certificate of the Registrar stating that, at the time specified in the certificate, a person was named as director, chief executive officer, secretary or auditor of the company in the register of directors, register of chief executive officers, register of secretaries or register of auditors (as the case may be) shall in all courts and before all persons and bodies authorised by law be received as prima facie evidence of the fact, until by a notification of change given to the Registrar it appears that the person has ceased to be or becomes disqualified to act as such a director, chief executive officer, secretary or auditor, as the case may be. [36/2014] |
(11) For the purposes of this section —| (a) | a person’s name and identification —| (i) | in the case of a person registered under the National Registration Act 1965 — means the name and identification as they appear in the latest identity card issued to that person under section 9 of that Act; or | | (ii) | in the case of a person not registered under the National Registration Act 1965 — means the name and identification as they appear in the latest passport issued to that person or such other similar evidence of identification as is available; |
| | (b) | a director includes an alternate, a substitute or a local director. [36/2014] |
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| (12) For the purposes of this section, only one alternate address may be provided at any one time. [36/2014] |
(13) An alternate address of an individual must comply with the following conditions:| (a) | it is an address at which the individual can be located; | | (b) | it is not a post office box number; | | (c) | it is not the residential address of the individual; | | (d) | it is located in the same jurisdiction as the individual’s residential address. [36/2014] |
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| (14) Any document required to be served under this Act on any person who is a director, chief executive officer or secretary is sufficiently served if addressed to the person and left at or sent by post to his or her residential address or alternate address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under this section. [36/2014] |
| (15) Any document required to be served under this Act on a person who is for the time being an auditor of a company is sufficiently served if addressed to the person and left at or sent by post to the address which is entered in the register of auditors kept by the Registrar under this section. [36/2014] |
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| Duty of company to provide information on directors, chief executive officers, secretaries and auditors |
173A.—(1) A company must by notice furnish to the Registrar —| (a) | within 14 days after a person becomes a director, chief executive officer, secretary or auditor, the information required under section 173(3), (5), (6) or (7), as the case may be; and | | (b) | within 14 days after any change in —| (i) | the appointment of any director, chief executive officer, secretary or auditor; or | | (ii) | any information required to be contained in the registers of directors, chief executive officers, secretaries and auditors referred to in section 173(3), (5), (6) or (7). [36/2014] |
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| (2) A prescribed fee is payable for the provision of an alternate address in prescribed circumstances for the purposes of the register of directors, register of chief executive officers or register of secretaries (as the case may be) under section 173. [36/2014] |
| (3) The information to be furnished to the Registrar under subsection (1) must be given in a notice in such form as may be prescribed or, if not prescribed, in such form as the Registrar may determine. [36/2014] |
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| Duty of directors, chief executive officers, secretaries and auditors to provide information to company |
173B.—(1) A director, a chief executive officer, a secretary or an auditor (as the case may be) must give the company —| (a) | any information the company needs to comply with section 173A(1)(a) as soon as practicable but not later than 14 days after his or her initial appointment unless he or she has previously given the information to the company in writing; and | | (b) | any information the company needs to comply with section 173A(1)(b) as soon as practicable but not later than 14 days after any change to the information referred to in section 173(3), (5), (6) and (7). [36/2014] |
| (2) Despite subsection (1), a director, a chief executive officer, a secretary or an auditor (as the case may be) must, subject to subsection (3), provide any information referred to in section 173(3), (5), (6) or (7) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost. [36/2014] |
| (3) The director, chief executive officer, secretary or auditor (as the case may be) mentioned in subsection (2) must furnish the information to the company as soon as practicable but not later than 14 days after receipt of a written request for such information from the company. [36/2014] |
(4) A director, chief executive officer or secretary who wishes to —| (a) | substitute his or her residential address, as stated in the register of directors, register of chief executive officers or register of secretaries, with an alternate address; or | | (b) | substitute his or her alternate address, as stated in the register of directors, register of chief executive officers or register of secretaries, with his or her residential address or with a different alternate address, |
| must inform the company which will treat the change as a change of particulars under section 173A(1)(b)(ii). |
[36/2014] |
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| Duty of company to keep consents of directors and secretaries |
173C. Every company must keep at its registered office —| (a) | in respect of each director —| (i) | a signed copy of his or her consent to act as director; | | (ii) | a statement that he or she is not disqualified to act as director under this Act or under any other written law; and | | (iii) | documentary evidence (if any) of any change in his or her name; and |
| | (b) | in respect of a secretary, a signed copy of his or her consent to act as secretary. [36/2014] |
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| Saving and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors |
| 173D.—(1) In the case of a company incorporated before 3 January 2016 the name and particulars of the persons who were lodged with the Registrar as a director, a secretary or an auditor of the company under section 173 in force immediately before that date, must be entered in the company’s register of directors, register of secretaries or register of auditors (whichever may be applicable) referred to in section 173, until a notification of any change to the information referred to in section 173(3), (6) or (7) is received by the Registrar under section 173A(1)(b). [36/2014] | (2) Where a company mentioned in subsection (1) has lodged the name and particulars of one or more managers with the Registrar as a manager or managers (as the case may be) of the company under section 173 in force immediately before 3 January 2016, the name and particulars of the manager or managers (as the case may be) must be entered in the company’s register of chief executive officers referred to in section 173, until a notification of any change in the information referred to in section 173(5) is received by the Registrar under section 173A(1)(b). [36/2014] |
(3) For the purposes of subsections (1) and (2) —| (a) | the address lodged with the Registrar in respect of any director or secretary under section 173 in force immediately before 3 January 2016 must be entered as his or her residential address; | | (b) | the address lodged with the Registrar in respect of any manager under section 173 in force immediately before 3 January 2016 must be entered as his or her residential address in his or her capacity as chief executive officer of the company; and | | (c) | the address lodged with the Registrar in respect of any auditor under section 173 in force immediately before 3 January 2016, must be entered as the auditor’s address. [36/2014] |
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| Self‑notification in certain circumstances |
173E.—(1) A director who ceases to qualify to act as director by virtue of section 148 or 155 —| (a) | must, without affecting section 165(1)(c), notify the company of his or her disqualification as soon as practicable but not later than 14 days after the disqualification; and | | (b) | may give the notice referred to in section 173A(1)(b) to the Registrar if the director has reasonable cause to believe that the company will not do so. [36/2014] |
| (2) A director who resigns from office and who has given notice of his or her resignation to the company, or a director who is removed or retires from office, may give the notice referred to in section 173A(1)(b) to the Registrar if the director has reasonable cause to believe that the company will not do so. [36/2014] |
| (3) A secretary who resigns from office and who has given notice of his or her resignation to the company, or a secretary who is removed or retires from office, may give the notice referred to in section 173A(1)(b) to the Registrar if the secretary has reasonable cause to believe that the company will not do so. [36/2014] |
| (4) A director, chief executive officer or secretary who has changed his or her residential address or alternate address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173, or an auditor who has changed the auditor’s address which is entered in the register of auditors kept by the Registrar under section 173, may give the notice referred to in section 173A(1)(b) to the Registrar if he or she has reasonable cause to believe that the company will not do so. [36/2014] |
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| Amendment of register by Registrar |
173F.—(1) Where the Registrar has reasonable cause to believe that a director of a company —| (a) | is no longer qualified to act as such by virtue of section 148 or 155; or | | (b) | is dead, |
| the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a director by virtue of that fact. |
[36/2014] | (2) Where the Registrar has reasonable cause to believe that a chief executive officer of a company is dead, the Registrar may on his or her own initiative amend the register of chief executive officers of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a chief executive officer of the company by virtue of that fact. [36/2014] |
| (3) Where the Registrar has reasonable cause to believe that a secretary of a company is dead, the Registrar may on his or her own initiative amend the register of secretaries of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a secretary of the company by virtue of that fact. [36/2014] |
(4) Where the Registrar has reasonable cause to believe that the auditor of a company —| (a) | has had its registration as an accounting entity suspended or removed; or | | (b) | being an individual is dead, |
| the Registrar may on his or her own initiative amend the register of auditors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be an auditor of the company by virtue of that fact. |
[36/2014] |
| (5) Where the Registrar has reasonable cause to believe that he or she has made an amendment to the relevant register under subsection (1), (2), (3) or (4) under a mistaken belief that a director, a chief executive officer, a secretary or an auditor (as the case may be) of a company has ceased to be a director, a chief executive officer, a secretary or an auditor (as the case may be) of the company, the Registrar may on his or her own initiative amend the register of directors, register of chief executive officers, register of secretaries or register of auditors to restore the name of the person in such register. [36/2014] |
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| Provision and use of residential address |
173G.—(1) Subject to this section, a director, a chief executive officer and a secretary of a company that is incorporated on or after 3 January 2016 is required to give notice to the Registrar of the following:| (a) | at incorporation or within 14 days after the date of his or her appointment (as the case may be) his or her residential address, unless his or her residential address has already been entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173; | | (b) | if there is any change to his or her residential address, the particulars of the change within 14 days after the change, unless such change has already been entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) kept by the Registrar under section 173. [36/2014] |
(2) In the case of a company incorporated before 3 January 2016 —| (a) | a director, chief executive officer and secretary of the company is required to give notice to the Registrar of the following:| (i) | any change in his or her residential address that was lodged with the Registrar under section 173 in force immediately before that date within 14 days after the change, unless such change has already been entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) kept by the Registrar under section 173; | | (ii) | any subsequent change in his or her residential address within 14 days after the change, unless such change has already been entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) kept by the Registrar under section 173; |
| | (b) | if the address that is entered as the residential address of a chief executive officer or a secretary under section 173D(3)(a) or (b) is not the individual’s residential address, the chief executive officer or secretary (as the case may be) is required to give notice to the Registrar of the individual’s residential address within 14 days after 3 January 2016, unless the residential address has, pursuant to a notice by the company under section 173A(1)(b)(ii), already been entered in the register of chief executive officers or the register of secretaries (as the case may be) kept by the Registrar under section 173. [36/2014] |
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| (3) Where a director, chief executive officer or secretary of a company has made a report of a change of his or her residential address under section 10 of the National Registration Act 1965, he or she is taken to have notified the Registrar of the change in compliance with subsection (1)(b) or (2), whichever subsection is applicable. [36/2014] |
| (4) Despite section 12 or 12A, where on or after 3 January 2016, the residential address of a person is notified to the Registrar under subsection (1) or (2), or is transmitted to the Registrar by the Commissioner of National Registration under section 11 of the National Registration Act 1965, the residential address of the individual is protected from disclosure and is not available for public inspection or access except as provided for under this section or where the individual’s residential address is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173. [36/2014] |
(5) Where —| (a) | the alternate address of a director, chief executive officer or secretary is entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) that is kept by the Registrar under section 173(1)(a), (b) or (c), respectively; and | | (b) | the circumstances set out in subsection (6) apply, |
| the Registrar may enter the residential address of the director, chief executive officer or secretary in the respective register of directors, register of chief executive officers or register of secretaries, as the case may be. |
[36/2014] |
(6) Subsection (5) applies where —| (a) | communications sent by the Registrar under this Act, or by any officer of the Authority under any ACRA administered Act to the director, chief executive officer or secretary (as the case may be) at his or her alternate address and requiring a response within a specified period remain unanswered; or | | (b) | there is evidence to show that service of any document under this Act or under any ACRA administered Act at the alternate address is not effective to bring it to the notice of the director, chief executive officer or secretary, as the case may be. [36/2014] |
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| (7) Before proceeding under subsection (5), the Registrar must give notice to the director, chief executive officer or secretary affected, and to every company of which the Registrar has been notified under this Act that the individual is a director, chief executive officer or secretary, as the case may be. [36/2014] |
(8) The notice mentioned in subsection (7) must —| (a) | state the grounds on which it is proposed to enter the individual’s residential address in the register of directors, register of chief executive officers or register of secretaries, as the case may be; and | | (b) | specify a period within which representations may be made before that is done. [36/2014] |
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| (9) The Registrar must take account of any representations received within the specified period. [36/2014] |
| (10) Where the Registrar enters the residential address in the register of directors, register of chief executive officers or register of secretaries under subsection (5), the Registrar must give notice of that fact to the director, chief executive officer or secretary affected, and to every company of which the Registrar has been notified under this Act that the individual is a director, chief executive officer or secretary, as the case may be. [36/2014] |
| (11) A notice to a director, chief executive officer or secretary under subsection (7) or (10) must be sent to the individual at his or her residential address unless it appears to the Registrar that service at that address may be ineffective to bring it to the individual’s notice, in which case it may be sent to any other last known address of that individual. [36/2014] |
(12) Where the Registrar enters an individual’s residential address in the register of directors, register of chief executive officers or register of secretaries under subsection (5), or a Registrar appointed under any other ACRA administered Act discloses and makes available for public inspection under that Act the particulars of an individual’s residential address under a provision of that Act equivalent to subsection (5) —| (a) | the residential address ceases to be protected under subsection (4) from disclosure or from public inspection or access; and | | (b) | the individual is not, for a period of 3 years after the date on which the residential address is entered in the register of directors, register of chief executive officers or register of secretaries, allowed to provide an alternate address under section 173B(1)(b) or 173E(4). [36/2014] |
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| (13) Nothing in this section applies to any information lodged with the Registrar or deemed to be lodged before 3 January 2016 or prevents such information from being disclosed or from being available for public inspection or access. [36/2014] |
(14) Nothing in this section prevents the residential address of an individual that is notified to the Registrar under subsection (1) or (2), or is transmitted to the Registrar by the Commissioner of National Registration under section 11 of the National Registration Act 1965 from —| (a) | being used by the Registrar for the purposes of any communication with the individual; | | (b) | being disclosed for the purposes of issuing any summons or other legal process against the individual for the purposes of this Act or any other written law; | | (c) | disclosure in compliance with the requirement of any court or the provisions of any written law; | | (d) | disclosure for the purpose of assisting any public officer or officer of any other statutory body in the investigation or prosecution of any offence under any written law; or | | (e) | disclosure in such other circumstances as may be prescribed. [36/2014] |
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| (15) Any individual aggrieved by the decision of the Registrar under subsection (5) may, within 30 days after the date of receiving the notice under subsection (10), appeal to the Court which may confirm the decision or give such directions in the matter as seem proper or otherwise determine the matter. [36/2014; 40/2019] |
| (16) In this section, “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 and any of the written laws specified in the Second Schedule to that Act. [36/2014] |
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| Penalty for breach under sections 173, 173A, 173B, 173C and 173G |
| 173H.—(1) If default is made by a company in section 173A(1) or 173C, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [36/2014] (2) Subject to subsection (3) —| (a) | a director, a chief executive officer, a secretary or an auditor who being bound to comply with a requirement under section 173B fails to do so; or | | (b) | a director, a chief executive officer or a secretary who being bound to comply with a requirement under section 173G(1) or (2) fails to do so, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. |
[36/2014] |
| (3) A director, a chief executive officer or a secretary who has opted to provide the company with an alternate address instead of his or her residential address for the purpose of section 173(3)(b), (5)(b) or (6)(b) (as the case may be) must ensure that the alternate address that he or she has provided is and continues to be an address at which he or she may be located, and if he or she fails to do so he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [36/2014] |
| (4) For the purposes of subsection (3), a reference to the director, chief executive officer or secretary being located at an address means the director, chief executive officer or secretary may be physically found at the address after reasonable attempts have been made to contact the person at the address. [36/2014] |
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| Transitional provisions for old registers of directors, managers, secretaries and auditors |
173I.—(1) A company must continue to keep the following information for the periods set out in subsection (2):| (a) | with respect to each person who is a director of the company immediately before 3 January 2016 —| (i) | the signed copy of the person’s consent to act as a director mentioned in section 173(2)(a) in force immediately before that date; and | | (ii) | documentary evidence (if any) of any change in the person’s name mentioned in section 173(2)(c) in force immediately before that date; |
| | (b) | with respect to each person who is a secretary of the company immediately before 3 January 2016, the signed copy of the person’s consent to act as a secretary mentioned in section 173(4A) in force immediately before that date. [36/2014] |
(2) The period mentioned in subsection (1) commences on 3 January 2016 and ceases on —| (a) | in the case of subsection (1)(a), the date on which the person ceases to be a director of the company; or | | (b) | in the case of subsection (1)(b), the date on which the person ceases to be a secretary of the company. [36/2014] |
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| (3) Section 173(8) in force immediately before 3 January 2016 continues to apply in respect of any information lodged with the Registrar under section 173 in force immediately before that date. [36/2014] |
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| Division 3 — Meetings and proceedings |
| Arrangements for meetings |
173J.—(1) This section applies to the following types of meetings:| (a) | an annual general meeting of a company; | | (b) | an extraordinary general meeting of a company; | | (c) | a statutory meeting of a company; | | (d) | a general meeting of an amalgamating company mentioned in section 215C or 215D; | | (e) | a meeting of a class of members of the company; | | (f) | any of the following meetings ordered by the Court, if the Court so directs:| (i) | a meeting ordered by the Court under section 182; | | (ii) | a meeting of creditors, members of a company, holders of units of shares of a company, or a class of such persons, ordered by the Court under section 210. |
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(2) Unless excluded under subsection (5) or (7), a meeting to which this section applies may be held —| (a) | at a physical place; | | (b) | at a physical place and using virtual meeting technology; or | | (c) | using virtual meeting technology only. |
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| (3) Where a meeting to which this section applies under subsection (2)(b) or (c) is held, the meeting may be held without any number of those participating in the meeting being together at the same place. |
(4) Unless excluded or modified under subsection (5) or excluded under subsection (7), where a meeting to which this section applies is held (whether wholly or partly) using virtual meeting technology —| (a) | a reference in this Act to any person (including any member of a company) attending a meeting includes a person who is attending the meeting using virtual meeting technology; | | (b) | a reference in this Act to any person (including any member of a company) present or personally present at a meeting includes a person who attends the meeting using virtual meeting technology; | | (c) | subject to paragraph (f), a reference in this Act to a vote of a member of a company at a meeting (including a vote for the purposes of electing a chairperson of a meeting), includes a vote by electronic means or any other means permitted by the constitution of the company; | | (d) | subject to paragraph (f), a reference in this Act to voting by a member of the company at a meeting (including voting for the purposes of electing a chairperson of a meeting), includes voting by electronic means or any other means permitted by the constitution of the company; | | (e) | subject to paragraph (f), a reference in this Act to the entitlement or right of a person to vote at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to vote by electronic means or any other means permitted by the constitution of the company; | | (f) | a reference in this Act to voting by a person on a show of hands at a meeting includes, where the person is present by virtual meeting technology, voting by the person by electronic means or any other means permitted by the constitution of the company but only if the person can be identified —| (i) | by any method that may be prescribed relating to the verification or authentication of the identity of persons attending the meeting; or | | (ii) | if no method is so prescribed, by any method that the directors of the company may determine; |
| | (g) | a reference in this Act to the entitlement or right of a person to be heard at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to be heard by any means of synchronous communication that the directors of the company may determine; | | (h) | a reference in this Act to the right of a person to speak on any resolution before a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine; | | (i) | a reference in this Act to the right of a person to speak at a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine; | | (j) | a reference in this Act to members of a company present at a meeting being at liberty to discuss any matter includes the discussion by members present by virtual meeting technology of the matter by any means of synchronous communication that the directors of the company may determine; | | (k) | a reference in this Act to any representation being read out or declaration being made at a meeting includes the communication of that representation or declaration at the meeting by any means of synchronous communication that the directors of the company may determine; | | (l) | a reference in this Act to an auditor’s report being read before the company in general meeting includes the communication of the contents of that auditor’s report at the general meeting by any means of synchronous communication that the directors of the company may determine; | | (m) | a reference in this Act to a document being available for inspection at a meeting includes making the document available —| (i) | on a website during the meeting; or | | (ii) | by any other means during the meeting that the company may by ordinary resolution determine; |
| | (n) | a reference in this Act to the production of the company’s register at the commencement of the annual general meeting and to the keeping of the register open and accessible during the meeting to all persons attending the meeting includes making the register available —| (i) | on a website during the meeting; or | | (ii) | by any other means during the meeting that the company may by ordinary resolution determine; |
| | (o) | a reference in this Act to the keeping of the list showing the names and addresses of the members of a company and the number of shares held by them respectively open and accessible to any member during the continuance of the meeting includes making the list available —| (i) | on a website during the meeting; or | | (ii) | by any other means during the meeting that the company may by ordinary resolution determine; |
| | (p) | a reference in this Act to the laying of a statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document before a meeting of the company includes producing or making available the relevant document —| (i) | on a website; or | | (ii) | by any other means that the company may by ordinary resolution determine; and |
| | (q) | a reference in this Act to any statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document being laid or caused to be laid before the company at a meeting includes the relevant document being produced or made available or caused to be produced or made available —| (i) | on a website; or | | (ii) | by any other means that the company may by ordinary resolution determine. |
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(5) This section applies despite the provisions contained in a company’s constitution, except where —| (a) | in the case of a company incorporated before 1 July 2023, the company on or after that date amends, alters or adds to its constitution —| (i) | to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or | | (ii) | to exclude or modify the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or |
| | (b) | in the case of a company incorporated on or after 1 July 2023 —| (i) | the constitution of the company —| (A) | excludes the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or | | (B) | excludes or modifies the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or |
| | (ii) | the company at any time after its incorporation amends, alters or adds to its constitution —| (A) | to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or | | (B) | to exclude or modify the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies. |
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| (6) In subsection (4), a reference to a member of a company includes, where appropriate, the member’s proxy or the member’s representative. |
| (7) The Minister may, by order in the Gazette, exclude the application of subsection (2)(c) in respect of any prescribed class of companies. |
(8) To avoid doubt and subject to the constitution of the company, nothing in this Act prohibits a meeting of the board of directors of a company, or a committee consisting of one or more directors of a company, from being held —| (a) | at a physical place and using virtual meeting technology; or | | (b) | using virtual meeting technology only. [Act 17 of 2023 wef 01/07/2023] |
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| Statutory meeting and statutory report |
174.—(1) Every public company that is a limited company and has a share capital must, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the “statutory meeting”.| (2) The directors must at least 7 days before the day on which the meeting is to be held forward a report to be called the “statutory report” to every member of the company. |
(3) The statutory report must be certified by not less than 2 directors of the company and must state —| (a) | the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted; | | (b) | the total amount of cash received by the company in respect of all the shares allotted and so distinguished; | | (c) | an abstract of the receipts of the company and of the payments made thereout up to a date within 7 days of the date of the report exhibiting under distinctive headings the receipts from shares and debentures and other sources the payments made thereout and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses; | | (d) | the names and addresses and descriptions of the directors, trustees for holders of debentures (if any), auditors (if any), chief executive officers (if any) and secretaries of the company; and | | (e) | the particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification. [36/2014] |
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| (4) The statutory report must, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors, if any. |
| (5) The directors must cause a copy of the statutory report and the auditor’s report (if any) to be lodged with the Registrar at least 7 days before the date of the statutory meeting. |
| (6) The directors must cause a list showing the names and addresses of the members and the number of shares held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to any member during the continuance of the meeting. |
| (7) The members present at the meeting are at liberty to discuss any matter relating to the formation of the company or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the constitution may be passed. [36/2014] |
| (8) The meeting may adjourn from time to time and at any adjourned meeting any resolution of which notice has been given in accordance with the constitution either before or subsequently to the former meeting may be passed and the adjourned meeting has the same powers as an original meeting. [36/2014] |
| (9) The meeting may by ordinary resolution appoint a committee or committees of inquiry, and at any adjourned meeting a special resolution may be passed that the company be wound up if, despite any other provision of this Act, at least 7 days’ notice of intention to propose the resolution has been given to every member of the company. |
| (10) In the event of any default in complying with this section every officer of the company who is in default and every director of the company who fails to take all reasonable steps to secure compliance with this section 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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175.—(1) Subject to this section and section 175A, a general meeting of every company to be called the “annual general meeting” must, in addition to any other meeting, be held after the end of each financial year within —| (a) | 4 months in the case of a public company that is listed; or | | (b) | 6 months in the case of any other company. [15/2017] |
(2) The Registrar may extend the period mentioned in subsection (1)(a) or (b) —| (a) | upon an application by the company, if the Registrar thinks there are special reasons to do so; or | | (b) | in respect of any prescribed class of companies. [15/2017] |
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| (3) Subject to notice being given to all persons entitled to receive notice of the meeting, a general meeting may be held at any time and the company may resolve that any meeting held or summoned to be held is the annual general meeting of the company. |
(4) If default is made in holding an annual general meeting —| (a) | 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 also to a default penalty; and | | (b) | the Court may on the application of any member order a general meeting to be called. |
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| (5) The Minister may, by order in the Gazette, specify such other period in substitution of the period mentioned in subsection (1)(a) or (b), or both. [15/2017] |
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| When private company need not hold annual general meeting |
175A.—(1) A company need not hold an annual general meeting for a financial year —| (a) | if it is a private company in respect of which there is in force a resolution passed in accordance with subsection (2) to dispense with the holding of annual general meetings; | | (b) | if, at the end of that financial year, it is a private company and has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1) within the period specified in section 203(1)(b); or | | (c) | if, at the end of that financial year, it is both a private company and a dormant relevant company the directors of which are, under section 201A, exempt from the requirements of section 201 for the financial year. [15/2017] |
| (2) Despite any other provision of this Act, a resolution mentioned in subsection (1)(a) is only treated as passed at a general meeting if it has been passed by all of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at the meeting. [15/2017] |
| (3) A resolution under subsection (1)(a) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting. [15/2017] |
| (4) In any year in which an annual general meeting would be required to be held but for this section, and in which no such meeting has been held, any member of the company may, by notice to the company not later than 14 days before the date by which an annual general meeting would have been required under section 175 to be held, require the holding of an annual general meeting in that year. [15/2017] |
| (5) The power of a member under subsection (4) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement. |
| (6) If such a notice is given or electronic communication is transmitted, section 175(1) and (4) applies with respect to the calling of the meeting and the consequences of default. |
| (7) A resolution mentioned in subsection (1)(a) ceases to be in force if the company is converted to a public company. [15/2017] |
| (8) If the resolution mentioned in subsection (1)(a) ceases to be in force but less than 3 months remain to the date on which the company is required under section 175 to hold an annual general meeting, the company need not hold that annual general meeting. [15/2017] |
| (9) Subsection (8) does not affect any obligation of the company to hold an annual general meeting in that year pursuant to a notice given under subsection (4) or an electronic communication transmitted under subsection (5). |
(10) Unless the contrary intention appears, if a company need not hold an annual general meeting for a financial year then for that financial year —| (a) | a reference in any provision of this Act to the doing of anything at an annual general meeting is to be read as a reference to the doing of that thing by way of a resolution by written means under section 184A; | | (b) | a reference in any provision of this Act to the date or conclusion of an annual general meeting is, unless the meeting is held, to be read as a reference to the date of expiry of the period by which an annual general meeting would have been required under section 175 to be held; | | (c) | the reference in section 197(1) or (1A) to the lodging of a return with the Registrar after its annual general meeting is to be read as a reference to the lodging of that return —| (i) | in the case of a company mentioned in subsection (1)(a) or (b) — after the company has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1); or | | (ii) | in the case of a company mentioned in subsection (1)(c) — after the end of its financial year. [15/2017] |
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| (11) In this section, an address of a person includes any number or address used for electronic communication. |
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| Convening of extraordinary general meeting on requisition |
| 176.—(1) The directors of a company, despite anything in its constitution, must, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of the total number of paid‑up shares as at the date of the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of members representing not less than 10% of the total voting rights of all members having at that date a right to vote at general meetings, immediately proceed duly to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the receipt by the company of the requisition. [36/2014] | (1A) For the purposes of subsection (1), any of the company’s paid‑up shares held as treasury shares are to be disregarded. [36/2014] |
| (2) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists. |
| (3) If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a meeting, the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may themselves, in the same manner as nearly as possible as that in which meetings are to be convened by directors convene a meeting, but any meeting so convened must not be held after the expiration of 3 months from that date. |
| (4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting must be paid to the requisitionists by the company, and any sum so paid must be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default. |
| (5) A meeting at which a special resolution is to be proposed is deemed not to be duly convened by the directors if they do not give such notice thereof as is required by this Act in the case of special resolutions. |
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| 177.—(1) Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the constitution may call a meeting of the company. [36/2014] | (2) A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, must be called by written notice of not less than 14 days or such longer period as is provided in the constitution. [36/2014] |
(3) A meeting is, even though it is called by notice shorter than is required by subsection (2), deemed to be duly called if it is so agreed —| (a) | in the case of a meeting called as the annual general meeting — by all the members entitled to attend and vote thereat; or | | (b) | in the case of any other meeting — by a majority in number of the members having a right to attend and vote thereat, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting. |
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| (4) So far as the constitution does not make other provision in that behalf, notice of every meeting must be served on every member having a right to attend thereat in the manner in which notices are required to be served by the model constitution prescribed under section 36(1) for the type of company to which the company belongs, if any. [36/2014] |
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178.—(1) Any provision in a company’s constitution is void insofar as it would have the effect —| (a) | of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting; | | (b) | of making ineffective a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting that is made —| (i) | by not less than 5 members having the right to vote at the meeting; | | (ii) | by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or | | (iii) | by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right; or |
| | (c) | of requiring the instrument appointing a proxy or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy to be received by the company or any other person more than 72 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat. [36/2014] |
(1A) Despite subsection (1)(b), where any provision of the constitution of a company incorporated before 3 January 2016 is void under subsection (1)(b)(ii) or (iii), a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting may be made —| (a) | by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or | | (b) | by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right. [36/2014] |
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| (2) The instrument appointing a proxy to vote at a meeting of a company is deemed to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a member of the company is deemed to be the same as a demand by the member. |
| (3) A person entitled to vote on a poll at a meeting is deemed to be a person entitled to vote for the purposes of this Act. |
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| Quorum, chairperson, voting, etc., at meetings |
179.—(1) So far as the constitution does not make other provision in that behalf and subject to sections 64 and 64A —| (a) | 2 members of the company personally present form a quorum; | | (b) | any member elected by the members present at a meeting may be chairperson thereof; | | (c) | in the case of a company having a share capital —| (i) | on a show of hands, each member who is personally present and entitled to vote has one vote; and | | (ii) | on a poll, each member has one vote in respect of each share held by the member and where all or part of the share capital consists of stock or units of stock each member has one vote in respect of the stock or units of stock held by the member which is or are or were originally equivalent to one share; and |
| | (d) | in the case of a company not having a share capital every member has one vote. [36/2014] |
| (2) On a poll taken at a meeting a person entitled to more than one vote need not, if the person votes, use all the person’s votes or cast all the votes the person uses in the same way. |
(3) A corporation may by resolution of its directors or other governing body —| (a) | if it is a member of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the company or of any class of members; or | | (b) | if it is a creditor, including a holder of debentures, of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of any creditors of the company, |
| and a person so authorised is, in accordance with the person’s authority and until the person’s authority is revoked by the corporation, entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company. |
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(4) Where —| (a) | a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and | | (b) | the person is not otherwise entitled to be present at the meeting as a member or proxy or as a corporate representative of another member, |
| the corporation is, for the purposes of subsection (1), deemed to be personally present at the meeting. |
[36/2014] |
| (5) Subject to section 41(8) and (9), a certificate under the seal of the corporation is prima facie evidence of the appointment or of the revocation of the appointment (as the case may be) of a representative pursuant to subsection (3). |
| (6) Where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary and a minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any act, matter, or thing, or any ordinary or special resolution, required by this Act or by the constitution of the subsidiary to be made, performed, or passed by or at an ordinary general meeting or an extraordinary general meeting of the subsidiary has been made, performed, or passed, that act, matter, thing, or resolution is, for all purposes, deemed to have been duly made, performed, or passed by or at an ordinary general meeting, or as the case requires, by or at an extraordinary general meeting of the subsidiary. [36/2014] |
| (7) Where by or under any provision of this Act any notice, copy of a resolution or other document relating to any matter is required to be lodged by a company with the Registrar, and a minute mentioned in subsection (6) is signed by the representative pursuant to that subsection and the minute relates to such a matter the company must within 14 days after the signing of the minute lodge a copy thereof with the Registrar. [36/2014] |
| (8) For the purposes of this section, any reference to a member of a company does not include the company itself where it is such a member by virtue of its holding shares as treasury shares. |
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| As to member’s rights at meetings |
| 180.—(1) A member has, despite any provision in the constitution of the company, a right to attend any general meeting of the company and to speak on any resolution before the meeting. [36/2014] | (2) In the case of a company limited by shares, the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of section 64, the share confers on the holder a right to vote on that resolution. [36/2014] |
| (3) In the case of a company other than a company limited by shares, a member may vote on a resolution before a general meeting of the company if the right to vote on that resolution is conferred on the member under the constitution of the company. [36/2014] |
| (4) Despite subsection (2), a preference share issued after 15 August 1984 but before 3 January 2016 carries, in addition to any other right conferred by this Act, the right in a poll at any general meeting to at least one vote in respect of each such share held during such period as the preferential dividend or any part thereof remains in arrears and unpaid, such period starting from a date not more than 12 months, or such lesser period as the constitution may provide, after the due date of the dividend. [36/2014] |
(5) For the purposes of subsection (4) —| (a) | “preference share” means a share, by whatever name called, which does not entitle the holder thereof —| (i) | to the right to vote at a general meeting (except in the circumstances specified in subsection (4)); or | | (ii) | to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise; and |
| | (b) | a dividend is deemed to be due on the date appointed in the constitution for the payment of the dividend for any year or other period or, if no such date is appointed, upon the day immediately following the expiration of the year or other period and whether or not such dividend has been earned or declared. [36/2014] |
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| 181.—(1) Subject to this section, a member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, is entitled to appoint another person, whether a member or not, as the member’s proxy to attend and vote instead of the member at the meeting and a proxy appointed to attend and vote instead of a member also has the same right as the member to speak at the meeting. [36/2014] (1A) Subject to this section, unless the constitution otherwise provides —| (a) | a proxy is not entitled to vote except on a poll; | | (b) | a member is not entitled to appoint more than 2 proxies to attend and vote at the same meeting; and | | (c) | where a member appoints 2 proxies, the appointments are invalid unless the member specifies the proportions of the member’s holdings to be represented by each proxy. [36/2014] |
|
| (1B) Despite anything to the contrary in the constitution of a company, a member may appoint a proxy under this section by depositing with the company an instrument of appointment by electronic means. [Act 17 of 2023 wef 01/07/2023] |
| (1BA) The electronic means by which an instrument of appointment may be deposited under subsection (1B) must be specified by the company in the notice of meeting. [Act 17 of 2023 wef 01/07/2023] |
| (1C) A member of a company having a share capital who is a relevant intermediary may appoint more than 2 proxies in relation to a meeting to exercise all or any of the member’s rights to attend and to speak and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by the member (which number and class of shares must be specified). [36/2014] [Act 17 of 2023 wef 01/07/2023] |
| (1D) A proxy appointed under subsection (1C) has at a meeting the right to vote on a show of hands. [36/2014] |
| (2) In every notice calling a meeting of a company or a meeting of any class of members of a company there must appear with reasonable prominence a statement as to the rights of the member to appoint a proxy or proxies to attend and vote instead of the member, and that a proxy need not also be a member; and if default is made in complying with this subsection as respects any meeting, every officer of the company who is in default shall be guilty of an offence. [36/2014] |
| (3) Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued at the company’s expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. |
| (4) No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at the member’s request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy. |
| (5) Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued or circulated shall be guilty of an offence unless the invitation is accompanied by a form of proxy which entitles the member to direct the proxy to vote either for or against the resolution. |
(6) In this section, “relevant intermediary” means —| (a) | a banking corporation licensed under the Banking Act 1970 or a wholly‑owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; | | (b) | a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act 2001 and who holds shares in that capacity; or | | (c) | the Central Provident Fund Board established by the Central Provident Fund Act 1953, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation. [36/2014; 4/2017] |
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| Power of Court to order meeting |
| 182. If for any reason it is impracticable to call a meeting in any manner in which meetings may be called or to conduct the meeting in the manner prescribed by the constitution or this Act, the Court may, either of its own motion or on the application of any director or of any member who would be entitled to vote at the meeting or of the personal representative of any such member, order a meeting to be called, held and conducted in such manner as the Court thinks fit, and may give such ancillary or consequential directions as it thinks expedient, including a direction that one member present in person or by proxy is deemed to constitute a meeting or that the personal representative of any deceased member may exercise all or any of the powers that the deceased member could have exercised if he or she were present at the meeting. [36/2014] |
| Circulation of members’ resolutions, etc. |
183.—(1) Subject to this section, a company must on the requisition of such number of members of the company as is specified in subsection (2) and, unless the company otherwise resolves, at the expense of the requisitionists —| (a) | give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting or (if the resolution is proposed to be passed by written means under section 184A) for which agreement is sought; and | | (b) | circulate to members entitled to have notice of any general meeting sent to them any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting. |
(2) The number of members necessary for a requisition under subsection (1) is —| (a) | any number of members representing not less than 5% of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or | | (b) | not less than 100 members holding shares in the company on which there has been paid up an average sum, per member, of not less than $500. |
|
| (3) Subject to subsection (3A), notice of a resolution referred to in subsection (1) must be given, and any statement so referred to must be circulated, to members of the company entitled to have notice of the meeting sent to them by serving on each member, in any manner permitted for service of the notice of the meeting, a copy of the resolution and statement. |
(3A) Where the resolution is proposed to be passed by written means under section 184A, the notice of the resolution and statement must be given and circulated to members of the company entitled to have notice of the meeting sent to them by serving on each member —| (a) | a copy of the resolution and statement; and | | (b) | a notification that formal agreement to the resolution is being sought under section 184A. |
|
| (3B) Notice of the resolution must be given to any other member of the company by serving on the member notice of the general effect of the resolution in any manner permitted for giving the member notice of meetings of the company. |
| (3C) Except where the resolution is proposed to be passed by written means under section 184A, the copy of the resolution mentioned in subsection (3) must be served, or notice of the general effect of the resolution mentioned in subsection (3B) must be given (as the case may be) in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it must be served or given as soon as practicable thereafter. |
(4) Subject to subsection (4A), a company is not bound under this section to give notice of any resolution or to circulate any statement unless —| (a) | a copy of the requisition signed by the requisitionists, or 2 or more copies which between them contain the signatures of all the requisitionists, is deposited at the registered office of the company —| (i) | in the case of a requisition requiring notice of a resolution — not less than 6 weeks before the meeting; and | | (ii) | in the case of any other requisition — not less than one week before the meeting; and |
| | (b) | there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company’s expenses in giving effect thereto, |
| but if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date 6 weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection is deemed to have been properly deposited for the purposes thereof. |
|
(4A) A company is not bound under this section to give notice of any resolution which is proposed to be passed by written means under section 184A, or to circulate any statement relating thereto, unless —| (a) | the requisition setting out the text of the resolution and the statement is received by a director of the company in legible form or a permitted alternative form; and | | (b) | the notice states that formal agreement to the resolution is sought under section 184A. |
|
| (4B) Where the requisition under subsection (4A)(a) requests that the date of its receipt by a company be notified to a specified person, the directors must, without delay after it is first received by a director in legible form or a permitted alternative form, notify that person of the date when it was first so received. |
| (5) The company is not bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the requisitionists, even though they are not parties to the application. |
| (6) Despite anything in the company’s constitution, the business which may be dealt with at an annual general meeting includes any resolution of which notice is given in accordance with this section, and for the purposes of this subsection notice is deemed to have been so given despite the accidental omission, in giving it, of one or more members. [36/2014] |
| (7) In the event of any default 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. |
(8) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —| (a) | in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or | | (b) | in another form that —| (i) | is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and | | (ii) | is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form. |
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184.—(1) A resolution is a special resolution when it has been passed by a majority of not less than three‑fourths of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting of which —| (a) | in the case of a private company — not less than 14 days’ written notice; or | | (b) | in the case of a public company — not less than 21 days’ written notice, |
| specifying the intention to propose the resolution as a special resolution has been duly given. |
| (2) Despite subsection (1), if it so agreed by a majority in number of the members having the right to attend and vote at the meeting, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting, a resolution may be proposed and passed as a special resolution at a meeting of which written notice of a period less than that required under subsection (1) has been given. |
| (3) At any meeting at which a special resolution is submitted, a declaration of the chairperson that the resolution is carried is unless a poll is demanded conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. |
(4) At any meeting at which a special resolution is submitted, a poll is deemed to be effectively demanded if demanded —| (a) | by such number of members for the time being entitled under the constitution to vote at the meeting as is specified in the constitution, but it is not in any case necessary for more than 5 members to make the demand; | | (b) | if no such provision is made by the constitution — by 3 members so entitled, or by one or 2 members so entitled, if —| (i) | that member holds or those 2 members together hold not less than 10% of the total number of paid‑up shares of the company (excluding treasury shares); or | | (ii) | that member represents or those 2 members together represent not less than 10% of the total voting rights of all the members having a right to vote at that meeting. [36/2014] |
|
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| (4A) For the purposes of subsection (4), any reference to a member does not include a reference to a company itself where it is registered as a member. |
| (5) In computing the majority on a poll demanded on the question that a special resolution be passed, reference must be had to the number of votes cast for and against the resolution and to the number of votes to which each member is entitled by this Act or the constitution of the company. [36/2014] |
| (6) For the purposes of this section, notice of a meeting is deemed to be duly given and the meeting is deemed to be duly held when the notice is given and the meeting held in the manner provided by this Act or by the constitution. [36/2014] |
| (7) Any extraordinary resolution, duly and appropriately passed before 29 December 1967 is for the purposes of this Act treated as a special resolution. |
| (8) Where in the case of a company incorporated before 29 December 1967 any matter is required or permitted to be done by extraordinary resolution, that matter may be done by special resolution. |
|
| Passing of resolutions by written means |
| 184A.—(1) Despite any other provision of this Act, a private company or an unlisted public company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F. [36/2014] | (2) Subsection (1) does not apply to a resolution mentioned in section 175A(1)(a) or a resolution for which special notice is required. [15/2017] |
(3) A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —| (a) | at least 75%; or | | (b) | if the constitution of the company requires a greater majority for that resolution, that greater majority, |
| of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company. |
[36/2014] |
(4) An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —| (a) | a majority; or | | (b) | if the constitution of the company requires a greater majority for that resolution, that greater majority, |
| of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company. |
[36/2014] |
| (4A) A resolution mentioned in section 76(9B)(e) is passed by written means if the resolution indicates that it is a resolution mentioned in that provision and if it has been formally agreed on any date by all the members of the company who on that date would have the right to vote on that resolution at a general meeting of the company. |
(5) For the purposes of this section, a resolution of a company is formally agreed by a member if —| (a) | the company receives from the member (or the member’s proxy if this is allowed) a document that —| (i) | is given to the company in legible form or a permitted alternative form; | | (ii) | indicates the member’s agreement (or agreement on the member’s behalf) to the resolution by way of the member’s signature (or the member’s proxy’s signature if that is allowed), or such other method as the constitution may provide; and | | (iii) | includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and |
| | (b) | the member (or the member’s proxy) had a legible text of the resolution before giving that document. [36/2014] |
|
| (6) Nothing in subsection (3), (4) or (4A) is to be construed as requiring the requisite number of members to formally agree to the resolution on a single day. |
(6A) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —| (a) | in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or | | (b) | in another form that —| (i) | is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and | | (ii) | is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form. |
|
|
| (7) Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accordance with this section. |
| (8) Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section. |
| (9) In this section and sections 184B to 184F, “unlisted public company” means a public company the securities of which are not listed for quotation or quoted on an approved exchange in Singapore or any securities exchange outside Singapore. [36/2014; 4/2017] |
|
| Requirements for passing of resolutions by written means |
184B.—(1) A resolution of a private company or an unlisted public company may only be passed by written means if —| (a) | either —| (i) | agreement to the resolution was first sought by the directors of the company in accordance with section 184C; or | | (ii) | a requisition for that resolution was first given to the company in accordance with section 183 and, by reason of that notice, the documents referred to in section 183(3A) in respect of the resolution were served on members of the company in accordance with section 183(3A); |
| | (b) | the constitution of the company does not prohibit the passing of resolutions (either generally or for the purpose in question) by written means; and | | (c) | all conditions in the company’s constitution relating to the passing of the resolution by written means are met. [36/2014] |
| (2) Any resolution that is passed in contravention of subsection (1) is invalid. |
|
| Where directors seek agreement to resolution by written means |
| 184C.—(1) The directors of a private company or an unlisted public company who wish to seek agreement to a resolution of the company and for it to be passed by written means must send to each member, having the right to vote on that resolution at a general meeting, a copy of the text of the resolution. [36/2014] | (2) As far as practicable, the directors must comply with subsection (1) as respects every member at the same time and without delay. |
| (3) Without limiting any other means of complying with subsections (1) and (2), the directors have complied with those subsections if they secure that the same paper document containing the text of the resolution is sent without delay to each member in turn. |
| (4) Subject to section 184D, if the resolution is passed before the directors have complied with subsection (1) as respects every member, that fact does not affect the validity of the resolution or any obligation already incurred by the directors under subsections (1) and (2). |
|
| Members may require general meeting for resolution |
184D.—(1) Any member or members of a private company or an unlisted public company representing at least 5% of the total voting rights of all the members having the right to vote on a resolution at a general meeting of the company may, within 7 days after —| (a) | the text of the resolution has been sent to the member or members in accordance with section 184C; or | | (b) | the documents referred to in section 183(3A) in respect of the resolution have been served on the member or members, |
| as the case may be, give notice to the company requiring that a general meeting be convened for that resolution. |
[36/2014] (2) Where notice is given under subsection (1) —| (a) | the resolution is invalid even though it may have in the meantime been passed in accordance with section 184A; and | | (b) | the directors must proceed to convene a general meeting for the resolution. |
|
|
| Period for agreeing to written resolution |
| 184DA.—(1) Unless the constitution of a company otherwise provides, a resolution proposed to be passed by written means lapses if it is not passed before the end of the period of 28 days beginning with the date on which the written resolution is circulated to the members of the company. [36/2014] | (2) The agreement to a resolution is ineffective if indicated after the expiry of that period. [36/2014] |
|
| Company’s duty to notify members that resolution passed by written means |
184E.—(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must —| (a) | notify every member that it has been passed; and | | (b) | do so within 15 days from the earliest date on which a director or secretary of the company is aware that it has been passed. [36/2014] |
| (2) Non‑compliance with this section does not render the resolution invalid. |
|
| Recording of resolutions passed by written means |
| 184F.—(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must cause a record of the resolution, and the indication of each member’s agreement (or agreement on the member’s behalf) to it, to be entered in a book in the same way as minutes of proceedings of a general meeting of the company. [36/2014] | (2) Non‑compliance with subsection (1) does not render the resolution invalid. |
| (3) Any such record, if purporting to be signed by a director or the secretary of the company, is evidence of the proceedings in passing the resolution. |
| (4) Where a record is made in accordance with this section, then, until the contrary is proved, the requirements of this Act with respect to those proceedings are deemed to have been complied with. |
| (5) Section 189 applies in relation to a record made in accordance with this section as it applies in relation to minutes of proceedings of a general meeting. |
|
| Resolutions of one member companies |
184G.—(1) Despite anything in this Act, a company that has only one member may pass a resolution by the member recording the resolution and signing the record.| (2) If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied by lodging the information or document with the resolution that is passed. |
|
| Resolution requiring special notice |
| 185. Where by this Act special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company must give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, must give them notice thereof, in any manner allowed by the constitution, not less than 14 days before the meeting, but if after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice, although not given to the company within the time required by this section, is deemed to be properly given. [36/2014] |
| Registration and copies of certain resolutions |
186.—(1) A copy of —| (a) | every special resolution; and | | (b) | every resolution, including any resolution passed under section 175A(1)(a), which effectively binds any class of shareholders whether agreed to by all the members of that class or not, |
| must, except where otherwise expressly provided by this Act within 14 days after the passing or making thereof, be lodged by the company with the Registrar. |
[36/2014; 15/2017] | (2) Where the constitution of a company has not been registered, a copy of every resolution to which this section applies must be forwarded to any member at the member’s request on payment of $1 or such less sum as the company directs. [36/2014] [Act 17 of 2023 wef 01/07/2023] |
| (3) In the event of any default in complying with subsection (1) 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. |
| (4) In the event of any default in complying with subsection (2), 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 of $50 for each copy in respect of which default is made. |
|
| Resolutions at adjourned meetings |
| 187. Where a resolution is passed at an adjourned meeting of a company or of holders of any class of shares or of directors the resolution is for all purposes treated as having been passed on the date on which it was in fact passed and not on any earlier date. |
188.—(1) Every company must cause —| (a) | minutes of all proceedings of general meetings and of meetings of its directors and of its chief executive officers (if any) to be entered in books kept for that purpose within one month of the date upon which the relevant meeting was held; and | | (b) | those minutes to be signed by the chairperson of the meeting at which the proceedings were had or by the chairperson of the next succeeding meeting. [36/2014] |
| (2) Any minutes so entered that purport to be signed as provided in subsection (1) are evidence of the proceedings to which they relate, unless the contrary is proved. |
(3) Where minutes have been so entered and signed, then, until the contrary is proved —| (a) | the meeting is deemed to have been duly held and convened; | | (b) | all proceedings had thereat are deemed to have been duly had; and | | (c) | all appointments of officers or liquidators made thereat are deemed to be valid. |
|
(3A) Every company must keep minute books in which it must cause to be entered the following matters:| (a) | if the company has only one director —| (i) | the passing of resolutions by that director; and | | (ii) | the making of declarations by that director; |
| | (b) | resolutions passed by written means under section 184A, |
| within one month of the passing or making of each resolution or declaration. |
|
| (3B) The company must ensure that minutes of the passing of a resolution mentioned in subsection (3A)(b) are signed by a director within a reasonable time after the resolution is passed. |
| (3C) The director of a company with only one director who has passed a resolution or made a declaration must sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made. |
| (3D) Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) are evidence of the resolution or declaration to which they relate, unless the contrary is proved. |
| (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. |
|
| Inspection of minute books |
189.—(1) The books mentioned in section 188(1) and (3A) must be kept by the company at the registered office or the principal place of business in Singapore of the company, and must be open to the inspection of any member without charge.| (2) Any member is entitled to be furnished within 14 days after the member has made a request in writing in that behalf to the company with a copy of any minutes specified in section 188(1) or (3A) at a charge not exceeding $1 for every page thereof. |
| (2A) Subsection (1) does not apply to books containing minutes of proceedings of meetings of a company’s directors and of its chief executive officers, or (as the case may be) books containing minutes of the passing of resolutions and the making of declarations by the director of a company that has only one director; and subsection (2) does not apply to any of those minutes. [36/2014] |
| (3) If any copy required under this section is not so furnished 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 $400 and also to a default penalty. |
|
| Division 4 — Register of members kept by public company |
[36/2014] | Application and interpretation of Division |
| 189A.—(1) This Division applies only in relation to a public company. [36/2014] | (2) In this Division, a reference to the register means the register of members required to be kept by a public company under section 190(1). [36/2014] |
|
| Register and index of members of public companies |
190.—(1) Every public company must keep a register of its members and enter therein —| (a) | the names and addresses of the members, and in the case of a public company having a share capital a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member; | | (b) | the date at which the name of each person was entered in the register as a member; | | (c) | the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and | | (d) | in the case of a public company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment. [36/2014] |
| (2) Despite anything in subsection (1), where the public company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company must alter the register to show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (1)(a). [36/2014] |
(2A) Where a public company purchases one or more of its own shares or stocks in circumstances in which section 76H applies —| (a) | the requirements of subsections (1)(a), (b) and (c) and (2) must be complied with unless the public company cancels all of the shares or stocks immediately after the purchase in accordance with section 76K(1); but | | (b) | any share or stock which is so cancelled is to be disregarded for the purposes of subsections (1)(a) and (2). [36/2014] |
|
| (3) Despite anything in subsection (1), a public company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former members need not be supplied to any person who applies for a copy of the register unless the person specifically requests the names and particulars of former members. [36/2014] |
| (4) The register of members is prima facie evidence of any matters inserted therein as required or authorised by this Act. |
| Index of members of public company |
| (5) Every public company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index, keep an index in convenient form of the names of the members and must, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index. [36/2014] |
| (6) The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found. |
| (7) If default is made in complying with this section, the public 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] |
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| Where register to be kept |
191.—(1) The register of members and index (if any) must be kept at the registered office of the public company, but —| (a) | if the work of making them up is done at another office of the company in Singapore they may be kept at that other office; or | | (b) | if the company arranges with some other person to make up the register and index (if any) on its behalf they may be kept at the office of that other person at which the work is done if that office is in Singapore. [36/2014] |
| (2) Every public company must, within 14 days after the register and index, if any, are first kept at a place other than the registered office, lodge with the Registrar notice of the place where the register and index (if any) are kept and must, within 14 days after any change in the place at which the register and index (if any) are kept, lodge with the Registrar notice of the change. [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 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] |
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| Inspection and closing of register |
| 192.—(1) A public company may close the register of members or any class of members for one or more periods not exceeding 30 days in the aggregate in any calendar year. [36/2014] | (2) The register and index must be open to the inspection of any member without charge and of any other person on payment for each inspection of $1 or such less sum as the public company requires. [36/2014] |
| (3) Any member or other person may request the public company to furnish that member or other person with a copy of the register, or of any part thereof, but only so far as it relates to names, addresses, number of shares held and amounts paid on shares, on payment in advance of $1 or such less sum as the company requires for every page thereof required to be copied and the company must cause any copy so requested by any person to be sent to that person within a period of 21 days or within such further period as the Registrar considers reasonable in the circumstances commencing on the day next after the day on which the request is received by the company. [36/2014] |
| (4) If any copy so requested is not sent within the period prescribed by subsection (3), the public 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 $400 and also to a default penalty. [36/2014] |
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| Consequences of default by agent |
| 193. Where, by virtue of section 191(1)(b), the register of members is kept at the office of some person other than the public company, and by reason of any default of the person the company fails to comply with section 191(1) or (2) or with section 192 or with any requirements of this Act as to the production of the register, that other person shall be liable to the same penalties as if that other person were an officer of the company who was in default, and the power of the Court under section 399 extends to the making of orders against that other person and that other person’s officers and employees. [36/2014] |
| Power of Court to rectify register |
194.—(1) If —| (a) | the name of any person is without sufficient cause entered in or omitted from the register; or | | (b) | default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member, |
| the person aggrieved or any member or the public company may apply to the Court for rectification of the register, and the Court may refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party to the application. |
[36/2014] (2) On any application under subsection (1), the Court may decide —| (a) | any question relating to the title of any person who is a party to the application to have the person’s name entered in or omitted from the register, whether the question arises between members or alleged members or between members or alleged members on the one hand and the public company on the other hand; and | | (b) | generally, any question necessary or expedient to be decided for the rectification of the register. [36/2014] |
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| (3) The Court when making an order for rectification of the register must by its order direct a notice of the rectification to be so lodged. |
| (4) No application for the rectification of a register in respect of an entry which was made in the register more than 30 years before the date of the application may be entertained by the Court. |
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| Limitation of liability of trustee, etc., registered as holder of shares |
| 195.—(1) Any trustee, executor or administrator of the estate of any deceased person who was registered in a register as the holder of a share in any company may become registered as the holder of that share as trustee, executor or administrator of that estate and is in respect of that share subject to the same liabilities and no more as he or she would have been subject to if the share had remained registered in the name of the deceased person. [15/2017] | (2) Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any company being a share registered in a register may with the consent of the company and of the registered holder of that share become registered as the holder of the share as trustee, executor or administrator of that estate and is in respect of the share subject to the same liabilities and no more as he or she would have been subject to if the share had been registered in the name of the deceased person. [15/2017] |
| (3) Shares in a company registered in a register and held by a trustee in respect of a particular trust must at the request of the trustee be marked in the register in such a way as to identify them as being held in respect of the trust. [15/2017] |
| (4) Subject to this section, no notice of any trust expressed, implied or constructive may be entered in a register or be receivable by the Registrar and no liabilities are affected by anything done pursuant to subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section and the company concerned is not affected by notice of any trust by anything so done. [15/2017] |
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| 196.—(1) A public company having a share capital may cause to be kept in any place outside Singapore a branch register of members which is deemed to be part of the company’s register of members. [36/2014] | (2) The public company must lodge with the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such notice must be lodged within 14 days after the opening of the office or of the change or discontinuance, as the case may be. [36/2014] |
| (3) A branch register must be kept in the same manner in which the principal register is by this Act required to be kept. |
| (4) The public company must transmit to the office at which its principal register is kept a copy of every entry in its branch register as soon as possible after the entry is made, and must cause to be kept at that office duly entered up from time to time a duplicate of its branch register, which is for all purposes of this Act deemed to be part of the principal register. [36/2014] |
| (5) Subject to this section with respect to the duplicate register, the shares registered in a branch register must be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a branch register may during the continuance of that registration be registered in any other register. |
| (6) A public company may discontinue a branch register and thereupon all entries in that register must be transferred to some other branch register kept by the company in the same place or to the principal register. [36/2014] |
| (7) This section applies to all public companies incorporated in Singapore. [36/2014] |
| (8) If by virtue of the law in force in any other country any corporation incorporated under that law keeps in Singapore a branch register of its members, the Minister may by order declare that the provisions of this Act relating to inspection, place of keeping and rectification of registers of members apply, subject to any modifications specified in the order, to and in relation to any such branch register kept in Singapore as they apply to and in relation to the registers of companies under this Act and thereupon those provisions are to apply accordingly. |
| (9) If default is made in complying with this section, the public company and every officer of the company who is in default and every person who, pursuant to section 191, has arranged to make up the principal register, and 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] |
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| Division 4A — Electronic register of members kept by Registrar |
| Electronic register of members |
| 196A.—(1) On and after 3 January 2016, the Registrar must, in respect of every private company, keep and maintain an electronic register of members of that company containing such information notified to the Registrar on or after that date. [36/2014] (2) The electronic register of members of a private company must be kept in such form as the Registrar may determine and must contain —| (a) | the following information:| (i) | the names of the members; | | (ii) | the addresses of the members; | | (iii) | in the case of a company having a share capital —| (A) | a statement of the shares held by each member of the amount paid or agreed to be considered as paid on the shares of each member; and | | (B) | the date of every allotment of shares to members (including any deemed allotment as defined in section 63(3)) and the number of shares comprised in each allotment; |
| | (iv) | the date on which the name of each person was entered in the register as a member; | | (v) | the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member; and |
| | (b) | any change to the information referred to in paragraph (a)(i), (ii) and (iii) that occurs on or after 3 January 2016. [36/2014] |
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| (3) Where a private company has converted any of its shares into stock and the company notifies the Registrar of this fact, the register must show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (2)(a). [36/2014] |
| (4) Particulars of any change in the information referred to in subsection (2) must be given to the Registrar where a private company purchases one or more of its shares or stocks in circumstances in which section 76H applies unless the company cancels all the shares or stocks immediately after the purchase in accordance with section 76K(1). [36/2014] |
| (5) The Registrar must update the electronic register of members in accordance with any change that is required or authorised by any provision of this Act to be lodged with the Registrar, including section 31(1), 63(1), 70(6), 71(1B), 74A(3), 76B(7), 76K(1A), 126(2) or 128(1)(a). [36/2014] |
| (6) An entry in the register of members required to be kept by the Registrar under this section is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the register of members. [36/2014] |
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| Information to be provided by pre‑existing private companies |
196B.—(1) A private company incorporated, or converted from a public company, before 3 January 2016 must lodge with the Registrar the information necessary to be included in the company’s electronic register of members under section 196A within the earlier of the following dates:| (a) | 6 months after 3 January 2016; | | (b) | the date on which the first return under section 197 is required to be lodged with the Registrar after 3 January 2016. [36/2014] |
| (2) If a private company to which subsection (1) applies fails to lodge any of the information that it is required to lodge under that subsection, the Registrar may, in place of the omitted information, enter in the electronic register of members the corresponding information contained in the register of members kept by the company under section 190 in force immediately before 3 January 2016. [36/2014] |
| (3) The Registrar may extend the time for furnishing the information under subsection (1) if the Registrar considers it fair and reasonable to do so in the circumstances of the case. [36/2014] |
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| Application of sections 194 and 195 |
| 196C.—(1) Section 194 applies in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A as if a reference to a register under section 194 referred to the electronic register of members of the private company in question. [36/2014] (2) Section 195 applies in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A but with the following modifications:| (a) | a reference to a register under section 194 refers to the electronic register of members of the private company in question; | | (b) | the reference to any branch register were omitted; | | (c) | the company is required to notify the Registrar of any request made by a trustee under section 195(3) for the relevant shares to be marked in the electronic register of members as to identify the shares being held in respect of a trust within 14 days after the request. [36/2014] |
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| Maintenance of old register of members |
196D.—(1) Subject to subsections (2) and (3), a private company incorporated, or which was converted from a public company before 3 January 2016 must —| (a) | continue to keep any branch register of members under section 196 in force immediately before 3 January 2016 for a period of 7 years after that date; and | | (b) | continue to keep its register of members under section 190(1) in force immediately before 3 January 2016 for a period of 7 years after the last member referred to in the register ceases to be a member of the company. [36/2014] |
| (2) A private company is not required to update the branch register or the register of members required to be kept under subsection (1) with any changes in the particulars therein that occurred on or after the date on which the company furnishes the information required to be furnished to the Registrar under section 196B(1). [36/2014] |
(3) Until the expiry of the period for which any branch register and register of members is required to be kept under subsection (1) but subject to subsection (2) —| (a) | sections 190, 191, 192(2), (3) and (4), 194, 195 and 196 in force immediately before 3 January 2016 continue, with the necessary modifications, to apply in relation to the branch register and register of members required to be kept under subsection (1); and | | (b) | any non‑compliance with the sections mentioned in paragraph (a) may be dealt with and punished in accordance with those provisions as if they were in force immediately before 3 January 2016. [36/2014] |
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| Division 5 — Annual return |
| Annual return by companies |
197.—(1) Every company, other than a company mentioned in subsection (1A), must lodge a return with the Registrar after its annual general meeting —| (a) | in the case of a listed company — within 5 months after the end of its financial year; and | | (b) | in any other case — within 7 months after the end of its financial year. [15/2017] |
(1A) A company having a share capital and keeping a branch register in any place outside Singapore must lodge a return with the Registrar after its annual general meeting —| (a) | in the case of a listed company — within 6 months after the end of its financial year; and | | (b) | in any other case — within 8 months after the end of its financial year. [15/2017] |
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(1B) The Registrar may, if the Registrar thinks there are special reasons to do so, extend any period within which a company must lodge a return under subsection (1) or (1A) —| (a) | upon an application by the company; or | | (b) | in respect of any prescribed class of companies. [15/2017] |
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(2) The return mentioned in subsections (1) and (1A) —| (a) | must be in such form; | | (b) | must contain such particulars and information; and | | (c) | must be accompanied by such documents, |
[36/2014; 15/2017] |
| (3) The particulars to be contained in, and the documents that are to accompany, the return mentioned in subsection (1) may differ according to the class or description of company prescribed. [36/2014] |
| (4) If a private company is required under section 175A(4) to hold an annual general meeting for a financial year after it has lodged its annual return for that financial year, the company must lodge a notice of the date on which the annual general meeting was held with the Registrar within 14 days after that date. [15/2017] |
| (5) [Deleted by Act 15 of 2017] |
| (6) If a company fails to comply with this section, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [36/2014] |
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| Financial year of company |
198.—(1) Where a company is incorporated on or after 31 August 2018 —| (a) | the company’s first financial year starts on the company’s date of incorporation and, subject to subsection (4), ends on the last day of the company’s first financial year as furnished under section 19(1)(b); and | | (b) | each of the company’s subsequent financial years starts immediately after the end of the previous financial year and ends on the last day of a period of 12 months (or such other regular interval as the Registrar may allow). [15/2017] |
| (2) A company’s first financial year must not be longer than 18 months unless the Registrar on the application of the company otherwise approves. [15/2017] |
(3) Where a company was incorporated before 31 August 2018 —| (a) | the last day of the financial year for the company’s first financial year ending on or after 31 August 2018 is —| (i) | where the company had, before 31 August 2018, lodged an annual return, or lodged a notification with the Registrar informing the Registrar of the end of the company’s financial year — the anniversary of the last day of the financial year as indicated by the company in the last annual return or last such notification with the Registrar; or | | (ii) | where the company had not, before 31 August 2018, lodged an annual return, or lodged a notification with the Registrar informing the Registrar of the end of the company’s financial year — the anniversary of the date of incorporation of the company; and |
| | (b) | each of the company’s subsequent financial years starts immediately after the end of the previous financial year and ends on the last day of a period of 12 months (or such other regular interval as the Registrar may allow). [15/2017] |
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| (4) Despite subsections (1) and (3), but subject to subsections (5) and (6), a company may by notice lodged with the Registrar in the prescribed form specify a new date as the last day of the company’s financial year to apply to its previous or current financial year. [15/2017] |
(5) The Registrar’s approval must be obtained if the notice mentioned in subsection (4) —| (a) | results in a financial year being longer than 18 months; or | | (b) | is lodged less than 5 years after the end of an earlier financial year that ended on a date on or after 31 August 2018, if the end of that earlier financial year was changed under this section. [15/2017] |
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(6) The notice under subsection (4) cannot specify a new date as the last day of the company’s financial year —| (a) | after the expiry of the period under section 175 within which an annual general meeting of the company must be held after that financial year; | | (b) | after the expiry of the period under section 197 within which an annual return of the company must be lodged with the Registrar after that financial year; or | | (c) | after the expiry of the period under section 203 within which a copy of the financial statements, or consolidated financial statements, balance sheet, and documents mentioned in section 203(1) are required to be sent to all persons entitled to receive notice of general meetings of the company. [15/2017] |
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(7) For the purposes of —| (a) | subsection (3)(a)(i), where the last day of the financial year of a company as indicated in the last annual return or in the last notification with the Registrar informing the Registrar of the last day of the company’s financial year falls on 29 February, the anniversary of that date in a year that is not a leap year is to be taken as 28 February; and | | (b) | subsection (3)(a)(ii), where the date of incorporation of a company falls on 29 February, the anniversary of that date in a year that is not a leap year is to be taken as 28 February. [15/2017] |
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