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Companies Act 1967
Status:
 
Current version
as at 30 Apr 2025
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Division 1 — Incorporation

Division 2 — Powers

Division 1 — [Repealed by S 236/2002]

Division 2 — Restrictions on allotment and commencement of business

Division 3 — Shares

Division 3A — Reduction of share capital

Division 4 — Substantial shareholdings

Division 5 — Debentures

Division 5A — [Repealed by S 236/2002]

Division 6 — [Repealed by S 236/2002]

Division 7 — Title and transfers

Division 7A — [Repealed by Act 36 of 2014]

Division 8 — Registration of charges

Division 1 — Office and name

Division 2 — Directors and officers

Division 3 — Meetings and proceedings

Division 4 — Register of members kept by public company

Division 4A — Electronic register of members kept by Registrar

Division 5 — Annual return

Division 1 — Financial statements

Division 2 — Audit

Division 1 — [Repealed by Act 40 of 2018]

Division 2 — [Repealed by Act 40 of 2018]

Subdivision 1 [Repealed by Act 40 of 2018]

Subdivision 2 [Repealed by Act 40 of 2018]

Subdivision 3 [Repealed by Act 40 of 2018]

Subdivision 4 [Repealed by Act 40 of 2018]

Division 3 — [Repealed by Act 40 of 2018]

Subdivision 1 [Repealed by Act 40 of 2018]

Subdivision 2 [Repealed by Act 40 of 2018]

Subdivision 3 [Repealed by Act 40 of 2018]

Subdivision 4 [Repealed by Act 40 of 2018]

Division 4 — Provisions applicable to every mode of winding up

Subdivision 1 [Repealed by Act 40 of 2018]

Subdivision 2 [Repealed by Act 40 of 2018]

Subdivision 3 [Repealed by Act 40 of 2018]

Subdivision 4 [Repealed by Act 40 of 2018]

Subdivision 5 Dissolution

Division 5 — [Repealed by Act 40 of 2018]

Division 6 — [Repealed by Act 40 of 2018]

Division 1 — [Repealed by Act 8 of 2003]

Division 2 — Foreign companies

Division 1 — Enforcement of this Act

Division 2 — Offences

Division 3 — Miscellaneous

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Table Of Contents
Companies Act 1967
Status:
 
Current version
as at 30 Apr 2025
Please check the legislation timeline to ensure that you are viewing the correct legislation version. See also FAQ B3.
Companies Act 1967
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09 Dec 2024   
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  • 09 Dec 2024
    Amended by
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  • 01 Nov 2024
    Amended by
    Act 30 of 2024
  • 10 May 2024
    Amended by
    Act 18 of 2022
  • 01 Jul 2023
    Amended by
    Act 17 of 2023
  • 28 Jun 2023
    Amended by
    S 383/2023
  • 28 Apr 2023
    Amended by
    Act 18 of 2022
  • 01 Apr 2023
    Amended by
    Act 36 of 2022
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    Amended by
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  • 31 Aug 2018
    Amended by
    Act 15 of 2017
  • 04 Jun 2018
    Amended by
    Act 31 of 2017
  • 20 Apr 2018
    Amended by
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  • 11 Oct 2017
    Amended by
    Act 15 of 2017
  • 23 May 2017
    Amended by
    Act 15 of 2017
  • 01 Apr 2017
    Amended by
    Act 21 of 2016
  • 31 Mar 2017
    Amended by
    Act 15 of 2017
  • 03 Jan 2016
    Amended by
    Act 36 of 2014
  • 01 Jul 2015
    Amended by
    S 383/2015
  • 01 Jul 2015
    Amended by
    S 382/2015
  • 01 Jul 2015
    Amended by
    Act 36 of 2014
  • 07 Mar 2014
    Amended by
    Act 5 of 2014
  • 24 Feb 2014
    Amended by
    S 97/2014
  • 02 Dec 2013
    Amended by
    S 704/2013
  • 01 Aug 2013
    Amended by
    Act 34 of 2012
  • 18 Apr 2013
    Amended by
    Act 11 of 2013
  • 18 Apr 2013
    Amended by
    Act 10 of 2013
  • 19 Nov 2012
    Amended by
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  • 01 Jan 2012
    Amended by
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  • 01 May 2011
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  • 01 Mar 2011
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  • 02 Jan 2011
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  • 01 Mar 2010
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  • 01 Mar 2010
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  • 01 May 2009
    Amended by
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  • 01 Mar 2009
    Amended by
    Act 7 of 2009
  • 01 Apr 2008
    Amended by
    Act 5 of 2008
  • 05 Nov 2007
    Amended by
    S 605/2007
  • 05 Nov 2007
    Amended by
    S 604/2007
  • 01 Nov 2007
    Amended by
    Act 39 of 2007
  • 31 Mar 2007
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    Act 1 of 2007
  • 01 Mar 2007
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    Act 2 of 2007
  • 31 Oct 2006
    2006 RevEd
  • 23 Jun 2006
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  • 31 Mar 2006
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  • 01 Feb 2006
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  • 30 Jan 2006
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    S 56/2006
  • 30 Jan 2006
    Amended by
    S 55/2006
  • 30 Jan 2006
    Amended by
    S 880/2005
  • 30 Jan 2006
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  • 15 Jul 2005
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  • 01 Oct 2004
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  • 01 Apr 2004
    Amended by
    S 193/2004
  • 01 Apr 2004
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    Act 5 of 2004
  • 01 Apr 2004
    Amended by
    Act 4 of 2004
  • 01 Apr 2004
    Amended by
    Act 3 of 2004
  • 01 Mar 2004
    Amended by
    S 75/2004
  • 16 May 2003
    Amended by
    Act 9 of 2003
  • 15 May 2003
    Amended by
    Act 8 of 2003
  • 28 Apr 2003
    Amended by
    S 213/2003
  • 13 Jan 2003
    Amended by
    S 20/2003
  • 13 Jan 2003
    Amended by
    S 19/2003
  • 13 Jan 2003
    Amended by
    Act 12 of 2002
  • 01 Jan 2003
    Amended by
    S 684/2002
  • 01 Jan 2003
    Amended by
    Act 12 of 2002
  • 01 Oct 2002
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  • 15 Aug 2002
    Amended by
    Act 12 of 2002
  • 01 Jul 2002
    Amended by
    S 239/2002
  • 01 Jul 2002
    Amended by
    S 236/2002
  • 01 Jul 2002
    Amended by
    Act 42 of 2001
  • 15 Jan 2002
    Amended by
    S 28/2002
  • 01 Jan 2002
    Amended by
    S 675/2001
  • 01 Jan 2002
    Amended by
    Act 42 of 2001
  • 01 Sep 2001
    Amended by
    Act 26 of 2001
  • 22 Feb 2001
    Amended by
    S 99/2001
  • 22 Jan 2001
    Amended by
    S 29/2001
  • 22 Jan 2001
    Amended by
    Act 36 of 2000
  • 29 Aug 2000
    Amended by
    S 387/2000
  • 10 Jan 2000
    Amended by
    Act 39 of 1999
  • 15 Sep 1999
    Amended by
    Act 37 of 1999
  • 18 Nov 1998
    Amended by
    Act 38 of 1998
  • 01 Oct 1997
    Amended by
    Act 7 of 1997
  • 01 Aug 1997
    Amended by
    S 61/1997
  • 15 Feb 1997
    Amended by
    S 61/1997
  • 04 Aug 1995
    Amended by
    Act 22 of 1995
  • 15 Jul 1995
    Amended by
    Act 15 of 1995
  • 01 Apr 1995
    Amended by
    S 119/1995
  • 01 Mar 1995
    Amended by
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  • 15 Mar 1994
    1994 RevEd
  • 26 Nov 1993
    Amended by
    Act 31 of 1993
  • 12 Nov 1993
    Amended by
    Act 22 of 1993
  • 08 Aug 1991
    Amended by
    S 339/1991
  • 01 Jul 1991
    Amended by
    S 279/1991
  • 01 Dec 1990
    Amended by
    S 429/1990
  • 23 Mar 1990
    Amended by
    Act 40 of 1989
  • 16 Mar 1990
    Amended by
    S 107/1990
  • 15 Mar 1990
    1990 RevEd
  • 13 Jan 1989
    Amended by
    S 7/1989
  • 01 Sep 1988
    Amended by
    S 204/1988
  • 05 Aug 1988
    Amended by
    S 203/1988
  • 30 Apr 1988
    1988 RevEd
  • 15 May 1987
    Amended by
    S 139/1987
  • 30 Mar 1987
    1985 RevEd
  •  
     
Table of Contents
Companies Act 1967
Long Title Part 1 PRELIMINARY
 
1 Short title
 
2 Division into Parts
 
3 Repeals
 
4 Interpretation
 
5 Definition of subsidiary and holding company
 
5A Definition of ultimate holding company
 
5B Definition of wholly owned subsidiary
 
6 When corporations deemed to be related to each other
 
7 Interests in shares
 
7A Solvency statement and offence for making false statement
Part 2 ADMINISTRATION OF THIS ACT
 
8 Administration of Act and appointment of Registrar of Companies, etc.
 
8A Inspection of books of corporation
 
8B Power of Magistrate to issue warrant to seize books
 
8C Copies of or extracts from books to be admitted in evidence
 
8D Destruction, mutilation, etc., of company documents
 
8E Saving for advocates and solicitors
 
8F Investigation of certain matters
 
8G Saving for banks, insurance companies and certain financial institutions
 
8H Security of information
 
9 (Repealed)
 
10 Company auditors
 
11 (Repealed)
 
12 Registers
 
12A Electronic transaction system
 
12B Rectification by Court
 
12C Rectification by Registrar on application
 
12D Rectification or updating on Registrar’s initiative
 
12E Exclusion of residential address from public inspection or access if contact address is available
 
12F Cessation of exclusion of residential address from public inspection or access
 
13 Enforcement of duty to make returns
 
14 Relodging of lost registered documents
 
15 Size, durability and legibility of documents delivered to Registrar
 
16 (Repealed)
 
16A (Repealed)
Part 3 CONSTITUTION OF COMPANIES Division 1 — Incorporation
 
17 Formation of companies
 
18 Private company
 
19 Registration and incorporation
 
20 Power to refuse registration
 
20A Minimum of one member
 
21 Membership of holding company
 
22 Requirements as to constitution
Division 2 — Powers
 
23 Capacity and powers of company
 
24 Power of company to provide for employees on cessation of business
 
25 Ultra vires transactions
 
25A No constructive notice
 
25B Power of directors to bind company
 
25C Constitutional limitations: transactions with directors or their associates
 
25D Persons connected with director in section 25C
 
26 General provisions as to alteration of constitution
 
26A Power to entrench provisions of constitution of company
 
27 Names of companies
 
28 Change of name
 
29 Omission of "Limited" or "Berhad" in names of limited companies, other than companies registered under Charities Act 1994
 
29A Omission of "Limited" or "Berhad" in names of companies registered under Charities Act 1994
 
30 Registration of unlimited company as limited company, etc.
 
31 Change from public to private company
 
32 Default in complying with requirements as to private companies
 
33 Alterations of objects in constitution
 
34 Alteration of constitution by company pursuant to repeal and re‑enactment of sections 10 and 14 of Residential Property Act 1976
 
35 Regulations for company
 
36 Model constitution
 
37 Adoption of model constitution
 
38 As to constitution of companies limited by guarantee
 
39 Effect of constitution
 
40 Copies of constitution
 
41 Ratification by company of contracts made before incorporation
 
41A Common seal
 
41B Execution of deeds by company
 
41C Alternative to sealing
 
42 (Repealed)
 
42A Company or foreign company with a charitable purpose which contravenes Charities Act 1994 or regulations made thereunder may be wound up or struck off register
Part 4 SHARES, DEBENTURES AND CHARGES Division 1 — [Repealed by S 236/2002]
 
43 (Repealed)
 
44 (Repealed)
 
45 (Repealed)
 
45A (Repealed)
 
46 (Repealed)
 
47 (Repealed)
 
48 (Repealed)
 
49 (Repealed)
 
50 (Repealed)
 
50A (Repealed)
 
51 (Repealed)
 
52 (Repealed)
 
53 (Repealed)
 
54 (Repealed)
 
55 (Repealed)
 
55A (Repealed)
 
55B (Repealed)
 
56 (Repealed)
Division 2 — Restrictions on allotment and commencement of business
 
57 (Repealed)
 
58 (Repealed)
 
59 Restriction on allotment in certain cases
 
60 Requirements as to statements in lieu of prospectus
 
61 Restrictions on commencement of business in certain circumstances
 
62 Restriction on varying contracts referred to in prospectus, etc.
Division 3 — Shares
 
62A No par value shares
 
62B Transitional provisions for section 62A
 
63 Return as to allotments by private companies
 
63A Return as to allotments by public companies
 
63B Lodgment of documents in relation to allotment
 
63C Notice of increase in total amount paid up on shares
 
64 Rights and powers attaching shares
 
64A Issue of shares with different voting rights by public company
 
65 Differences in calls and payments, etc.
 
66 Share warrants
 
67 Use of share capital to pay expenses incurred in issue of new shares
 
68 Issue of shares for no consideration
 
69 (Repealed)
 
69A (Repealed)
 
69B (Repealed)
 
69C (Repealed)
 
69D (Repealed)
 
69E (Repealed)
 
69F (Repealed)
 
70 Redeemable preference shares
 
71 Power of company to alter its share capital
 
72 Validation of shares improperly issued
 
73 Redenomination of shares
 
73A Effect of redenomination
 
73B Notice of redenomination
 
74 Rights of holders of classes of shares
 
74A Conversion of shares
 
75 Rights of holders of preference shares to be set out in constitution
 
76 Company financing dealings in its shares, etc.
 
76A Consequences of company financing dealings in its shares, etc.
 
76B Company may acquire its own shares
 
76C Authority for off‑market acquisition on equal access scheme
 
76D Authority for selective off‑market acquisition
 
76DA Contingent purchase contract
 
76E Authority for market acquisition
 
76F Payments to be made only if company is solvent
 
76G Reduction of capital or profits or both on cancellation of repurchased shares
 
76H Treasury shares
 
76I Treasury shares: maximum holdings
 
76J Treasury shares: voting and other rights
 
76K Treasury shares: disposal and cancellation
 
77 Options over unissued shares
 
78 Power of company to pay interest out of capital in certain cases
Division 3A — Reduction of share capital
 
78A Preliminary
 
78B Reduction of share capital by private company
 
78C Reduction of share capital by public company
 
78D Creditor’s right to object to company’s reduction
 
78E Position at end of period for creditor objections
 
78F Power of Court where creditor objection made
 
78G Reduction by special resolution subject to Court approval
 
78H Creditor protection
 
78I Court order approving reduction
 
78J Offences for making groundless or false statements
 
78K Liability of members on reduced shares
Division 4 — Substantial shareholdings
 
79 Application and interpretation of Division
 
80 Persons obliged to comply with Division
 
81 Substantial shareholdings and substantial shareholders
 
82 Substantial shareholder to notify company of interests
 
83 Substantial shareholder to notify company of change in interests
 
84 Person who ceases to be substantial shareholder to notify company
 
85 References to operation of section 7
 
86 Persons holding shares as trustees
 
87 Registrar may extend time for giving notice under this Division
 
88 Company to keep register of substantial shareholders
 
89 Offences against certain sections
 
90 Defence to prosecutions
 
91 Powers of Court with respect to defaulting substantial shareholders
 
92 (Repealed)
Division 5 — Debentures
 
93 Register of debenture holders and copies of trust deed
 
94 Specific performance of contracts
 
95 Perpetual debentures
 
96 Reissue of redeemed debentures
 
97 (Repealed)
 
98 (Repealed)
 
99 (Repealed)
 
100 Power of Court in relation to certain irredeemable debentures
 
101 (Repealed)
 
102 (Repealed)
 
103 (Repealed)
 
104 (Repealed)
 
105 (Repealed)
 
106 (Repealed)
Division 5A — [Repealed by S 236/2002]
 
106A (Repealed)
 
106B (Repealed)
 
106C (Repealed)
 
106D (Repealed)
 
106E (Repealed)
 
106F (Repealed)
 
106G (Repealed)
 
106H (Repealed)
 
106I (Repealed)
 
106J (Repealed)
 
106K (Repealed)
 
106L (Repealed)
Division 6 — [Repealed by S 236/2002]
 
107 (Repealed)
 
108 (Repealed)
 
109 (Repealed)
 
110 (Repealed)
 
111 (Repealed)
 
112 (Repealed)
 
113 (Repealed)
 
113A (Repealed)
 
114 (Repealed)
 
115 (Repealed)
 
116 (Repealed)
 
117 (Repealed)
 
118 (Repealed)
 
119 (Repealed)
 
120 (Repealed)
Division 7 — Title and transfers
 
121 Nature of shares
 
122 Numbering of shares
 
123 Certificate to be evidence of title
 
124 Company may have duplicate common seal
 
125 Loss or destruction of certificates
 
126 Transfer of shares in private companies
 
127 Transfer of debentures in private companies
 
128 Registration of transfer at request of transferor by private companies
 
128A (Repealed)
 
129 Notice of refusal to register transfer by private companies
 
130 Transfer of shares and debentures in public companies
 
130AA Registration of transfer at request of transferor by public companies
 
130AB Notice of refusal to register transfer by public companies
 
130AC Transfer by personal representative
 
130AD Certification of prima facie title
 
130AE Duties of company with respect to issue of certificates and default in issue of certificates
Division 7A — [Repealed by Act 36 of 2014]
 
130A (Repealed)
 
130B (Repealed)
 
130C (Repealed)
 
130CA (Repealed)
 
130D (Repealed)
 
130E (Repealed)
 
130F (Repealed)
 
130G (Repealed)
 
130H (Repealed)
 
130I (Repealed)
 
130J (Repealed)
 
130K (Repealed)
 
130L (Repealed)
 
130M (Repealed)
 
130N (Repealed)
 
130O (Repealed)
 
130P (Repealed)
Division 8 — Registration of charges
 
131 Registration of charges
 
132 Duty to register charges
 
133 Duty of company to register charges existing on property acquired
 
134 Register of charges to be kept by Registrar
 
135 Endorsement of certificate of registration on debentures
 
136 Entries of satisfaction and release of property from charge
 
137 Extension of time and rectification of register of charges
 
138 Company to keep copies of charging instruments and register of charges
 
139 Documents made out of Singapore
 
140 Charges, etc., created before 29 December 1967
 
141 Application of Division
Part 5 MANAGEMENT AND ADMINISTRATION Division 1 — Office and name
 
142 Registered office of company
 
143 Office hours
 
144 Publication of name and registration number
Division 2 — Directors and officers
 
145 Directors
 
146 Restrictions on appointment or advertisement of director
 
147 Qualification of director
 
148 Restriction on undischarged bankrupt
 
149 Disqualification of unfit directors of insolvent companies
 
149A Disqualification of directors of companies wound up on grounds of national security or interest
 
149B Appointment of directors by ordinary resolution
 
150 Appointment of directors to be voted on individually
 
151 Validity of acts of directors and officers
 
152 Removal of directors
 
153 (Repealed)
 
154 Disqualification to act as director on conviction of certain offences
 
155 Disqualification for persistent default in relation to delivery of documents to Registrar
 
155A Disqualification for being director in not less than 3 companies which were struck off within 5‑year period
 
155B Debarment for default of relevant requirement of this Act
 
155C Disqualification under Limited Liability Partnerships Act 2005
 
155D Disqualification under VCC Act
 
155E Debarment under VCC Act
 
156 Disclosure of interests in transactions, property, offices, etc.
 
157 As to the duty and liability of officers
 
157A Powers of directors
 
157B Director declarations where company has one director
 
157C Use of information and advice
 
158 Disclosure of company information by certain directors
 
159 Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council
 
160 Approval of company required for disposal by directors of company’s undertaking or property
 
160A (Repealed)
 
160B (Repealed)
 
160C (Repealed)
 
160D (Repealed)
 
161 Approval of company required for issue of shares by directors
 
162 Loans and quasi‑loans to directors, credit transactions and related arrangements
 
163 Approval of company required for loans and quasi‑loans to, and credit transactions for benefit of, persons connected with directors of lending company, etc.
 
163A Exception for expenditure on defending proceedings, etc.
 
163B Exception for expenditure in connection with regulatory action or investigation
 
164 Register of director’s and chief executive officer’s shareholdings
 
164A Power to require disclosure of directors’ emoluments
 
165 General duty to make disclosure
 
166 (Repealed)
 
167 (Repealed)
 
168 Payments to director for loss of office, etc.
 
169 Provision and improvement of director’s emoluments
 
170 (Repealed)
 
171 Secretary
 
172 Provision protecting officers from liability
 
172A Provision of insurance
 
172B Third party indemnity
 
173 Registers of directors, chief executive officers, secretaries and auditors
 
173A Duty of company to provide information on directors, chief executive officers, secretaries and auditors
 
173B Duty of directors, chief executive officers, secretaries and auditors to provide information to company
 
173C Duty of company to keep consents of directors and secretaries
 
173D Saving and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors before 3 January 2016
 
173E Self‑notification in certain circumstances
 
173F Amendment of register by Registrar to indicate death or disqualification
 
173G Transitional provision on keeping of contact address and residential address of director, chief executive officer or secretary
 
173H Penalty for breach under sections 173, 173A, 173B and 173C
 
173I Transitional provisions for old registers of directors, managers, secretaries and auditors
Division 3 — Meetings and proceedings
 
173J Arrangements for meetings
 
174 Statutory meeting and statutory report
 
175 Annual general meeting
 
175A When private company need not hold annual general meeting
 
176 Convening of extraordinary general meeting on requisition
 
177 Calling of meetings
 
178 Right to demand a poll
 
179 Quorum, chairperson, voting, etc., at meetings
 
180 As to member’s rights at meetings
 
181 Proxies
 
182 Power of Court to order meeting
 
183 Circulation of members’ resolutions, etc.
 
184 Special resolutions
 
184A Passing of resolutions by written means
 
184B Requirements for passing of resolutions by written means
 
184C Where directors seek agreement to resolution by written means
 
184D Members may require general meeting for resolution
 
184DA Period for agreeing to written resolution
 
184E Company’s duty to notify members that resolution passed by written means
 
184F Recording of resolutions passed by written means
 
184G Resolutions of one member companies
 
185 Resolution requiring special notice
 
186 Registration and copies of certain resolutions
 
187 Resolutions at adjourned meetings
 
188 Minutes of proceedings
 
189 Inspection of minute books
Division 4 — Register of members kept by public company
 
189A Application and interpretation of Division
 
190 Register and index of members of public companies
 
191 Where register to be kept
 
192 Inspection and closing of register
 
193 Consequences of default by agent
 
194 Power of Court to rectify register
 
195 Limitation of liability of trustee, etc., registered as holder of shares
 
196 Branch registers
Division 4A — Electronic register of members kept by Registrar
 
196A Electronic register of members
 
196B Information to be provided by pre‑existing private companies
 
196C Application of sections 194 and 195
 
196D Maintenance of old register of members
 
196E Transitional provision on keeping of residential address and contact address of members of private company
Division 5 — Annual return
 
197 Annual return by companies
 
198 Financial year of company
Part 6 FINANCIAL STATEMENTS AND AUDIT Division 1 — Financial statements
 
199 Accounting records and systems of control
 
200 (Repealed)
 
200A (Repealed)
 
201 Financial statements and consolidated financial statements
 
201A Certain dormant companies exempted from duty to prepare financial statements
 
201AA Retention of documents laid before company at annual general meeting
 
201B Audit committees
 
201C When directors need not lay financial statements before company
 
202 Relief from requirements as to form and content of financial statements and directors’ statement
 
202A Voluntary revision of defective financial statements, or consolidated financial statements or balance sheet
 
202B Registrar’s application to Court in respect of defective financial statements, or consolidated financial statements and balance sheet
 
203 Members of company entitled to financial statements, etc.
 
203A Provision of summary financial statement to members
 
204 Penalty
Division 2 — Audit
 
205 Appointment and remuneration of auditors
 
205AA Resignation of non‑public interest company auditors
 
205AB Resignation of auditor of public interest company or subsidiary company of public interest company
 
205AC Written statement to be disseminated unless application to Court made
 
205AD Court may order written statement not to be sent out
 
205AE Privilege against defamation
 
205AF Appointment of new auditor in place of resigning auditor
 
205A Certain companies exempt from obligation to appoint auditors
 
205B Dormant company exempt from audit requirements
 
205C Small company exempt from audit requirements
 
205D Registrar may require company exempt from audit requirements to lodge audited financial statements
 
206 Auditors’ remuneration
 
207 Powers and duties of auditors as to reports on financial statements
 
208 Auditors and other persons to enjoy qualified privilege in certain circumstances
 
208A Provisions indemnifying auditors
 
209 Duties of auditors to trustee for debenture holders
 
209A Interpretation of this Part
 
209B (Repealed)
Part 7 ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS
 
210 Power to compromise with creditors, members and holders of units of shares
 
211 Information as to compromise with creditors, members and holders of units of shares of company
 
211A (Repealed)
 
211B (Repealed)
 
211C (Repealed)
 
211D (Repealed)
 
211E (Repealed)
 
211F (Repealed)
 
211G (Repealed)
 
211H (Repealed)
 
211I (Repealed)
 
211J (Repealed)
 
212 Approval of compromise or arrangement by Court
 
213 (Repealed)
 
214 (Repealed)
 
215 Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority
 
215AA Joint offers
 
215AB Effect of impossibility, etc., of communicating or accepting offer made under scheme or contract
 
215A Amalgamations
 
215B Amalgamation proposal
 
215C Manner of approving amalgamation proposal
 
215D Short form amalgamation
 
215E Registration of amalgamation
 
215F Notice of amalgamation, etc.
 
215G Effect of amalgamations
 
215H Power of Court in certain cases
 
215I Solvency statement in relation to amalgamating company and offence for making false statement
 
215J Solvency statement in relation to amalgamated company and offence for making false statement
 
215K Transfer of money or other consideration paid under terms of amalgamation to Official Receiver
 
216 Personal remedies in cases of oppression or injustice
 
216A Derivative or representative actions
 
216B Evidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A
Part 8
 
217 (Repealed)
 
218 (Repealed)
 
219 (Repealed)
 
220 (Repealed)
 
221 (Repealed)
 
222 (Repealed)
 
223 (Repealed)
 
224 (Repealed)
 
225 (Repealed)
 
226 (Repealed)
 
227 (Repealed)
Part 8A
 
227AA (Repealed)
 
227A (Repealed)
 
227B (Repealed)
 
227C (Repealed)
 
227D (Repealed)
 
227E (Repealed)
 
227F (Repealed)
 
227G (Repealed)
 
227H (Repealed)
 
227HA (Repealed)
 
227I (Repealed)
 
227J (Repealed)
 
227K (Repealed)
 
227L (Repealed)
 
227M (Repealed)
 
227N (Repealed)
 
227O (Repealed)
 
227P (Repealed)
 
227Q (Repealed)
 
227R (Repealed)
 
227S (Repealed)
 
227T (Repealed)
 
227U (Repealed)
 
227V (Repealed)
 
227W (Repealed)
 
227X (Repealed)
Part 9 INVESTIGATIONS
 
228 Application of this Part
 
229 Interpretation
 
230 Power to declare company or foreign company
 
231 Appointment of inspectors for declared companies
 
232 Investigation of affairs of company by inspectors at direction of Minister
 
233 As to reports of inspectors
 
234 (Repealed)
 
235 Investigation of affairs of related corporation
 
236 Procedure and powers of inspector
 
237 As to costs of investigations
 
238 Report of inspector to be admissible in evidence
 
239 Powers of inspector in relation to a declared company
 
240 Suspension of actions and proceedings by declared company
 
241 Winding up of company
 
242 Penalties
 
243 Appointment and powers of inspectors to investigate ownership of company
 
244 Power to require information as to persons interested in shares or debentures
 
245 Power to impose restrictions on shares or debentures
 
246 Inspectors appointed in other countries
Part 10 DISSOLUTION Division 1 — [Repealed by Act 40 of 2018]
 
247 (Repealed)
 
248 (Repealed)
 
249 (Repealed)
 
250 (Repealed)
 
251 (Repealed)
 
252 (Repealed)
Division 2 — [Repealed by Act 40 of 2018] Subdivision 1 [Repealed by Act 40 of 2018]
 
253 (Repealed)
 
254 (Repealed)
 
255 (Repealed)
 
256 (Repealed)
 
257 (Repealed)
 
258 (Repealed)
 
259 (Repealed)
 
260 (Repealed)
 
261 (Repealed)
 
262 (Repealed)
Subdivision 2 [Repealed by Act 40 of 2018]
 
263 (Repealed)
 
264 (Repealed)
 
265 (Repealed)
 
266 (Repealed)
 
267 (Repealed)
 
268 (Repealed)
 
269 (Repealed)
 
270 (Repealed)
 
271 (Repealed)
 
272 (Repealed)
 
273 (Repealed)
 
274 (Repealed)
 
275 (Repealed)
 
276 (Repealed)
Subdivision 3 [Repealed by Act 40 of 2018]
 
277 (Repealed)
 
278 (Repealed)
Subdivision 4 [Repealed by Act 40 of 2018]
 
279 (Repealed)
 
280 (Repealed)
 
281 (Repealed)
 
282 (Repealed)
 
283 (Repealed)
 
284 (Repealed)
 
285 (Repealed)
 
286 (Repealed)
 
287 (Repealed)
 
288 (Repealed)
 
289 (Repealed)
Division 3 — [Repealed by Act 40 of 2018] Subdivision 1 [Repealed by Act 40 of 2018]
 
290 (Repealed)
 
291 (Repealed)
 
292 (Repealed)
 
293 (Repealed)
Subdivision 2 [Repealed by Act 40 of 2018]
 
294 (Repealed)
 
295 (Repealed)
Subdivision 3 [Repealed by Act 40 of 2018]
 
296 (Repealed)
 
297 (Repealed)
 
298 (Repealed)
 
299 (Repealed)
Subdivision 4 [Repealed by Act 40 of 2018]
 
300 (Repealed)
 
301 (Repealed)
 
302 (Repealed)
 
303 (Repealed)
 
304 (Repealed)
 
305 (Repealed)
 
306 (Repealed)
 
307 (Repealed)
 
308 (Repealed)
 
309 (Repealed)
 
310 (Repealed)
 
311 (Repealed)
 
312 (Repealed)
Division 4 — Provisions applicable to every mode of winding up Subdivision 1 [Repealed by Act 40 of 2018]
 
313 (Repealed)
 
314 (Repealed)
 
315 (Repealed)
 
316 (Repealed)
 
317 (Repealed)
 
318 (Repealed)
 
319 (Repealed)
 
320 (Repealed)
 
321 (Repealed)
 
322 (Repealed)
 
322A (Repealed)
 
323 (Repealed)
 
324 (Repealed)
 
325 (Repealed)
 
326 (Repealed)
Subdivision 2 [Repealed by Act 40 of 2018]
 
327 (Repealed)
 
328 (Repealed)
Subdivision 3 [Repealed by Act 40 of 2018]
 
329 (Repealed)
 
330 (Repealed)
 
331 (Repealed)
 
332 (Repealed)
 
333 (Repealed)
 
334 (Repealed)
 
335 (Repealed)
Subdivision 4 [Repealed by Act 40 of 2018]
 
336 (Repealed)
 
337 (Repealed)
 
338 (Repealed)
 
339 (Repealed)
 
340 (Repealed)
 
341 (Repealed)
 
342 (Repealed)
Subdivision 5 Dissolution
 
343 (Repealed)
 
344 Power of Registrar to strike defunct company off register
 
344A Striking off on application by company
 
344B Withdrawal of application
 
344C Objections to striking off
 
344D Application for administrative restoration to register
 
344E Registrar’s decision on application for administrative restoration
 
344F Registrar may restore company deregistered by mistake
 
344G Effect of restoration
 
344H Retention of books and papers upon striking off
 
345 (Repealed)
 
346 (Repealed)
 
347 (Repealed)
 
348 (Repealed)
 
349 (Repealed)
Division 5 — [Repealed by Act 40 of 2018]
 
350 (Repealed)
 
351 (Repealed)
 
352 (Repealed)
 
353 (Repealed)
 
354 (Repealed)
Division 6 — [Repealed by Act 40 of 2018]
 
354A (Repealed)
 
354B (Repealed)
 
354C (Repealed)
Part 10A TRANSFER OF REGISTRATION
 
355 Foreign corporate entities to which this Part applies
 
356 Interpretation of this Part
 
357 Names of companies to be registered under this Part
 
358 Application for registration
 
359 Registration
 
360 When registration must be refused
 
361 Effect of registration
 
362 Revocation of registration
 
363 Duty of company to register pre‑existing charges
 
364 Duties of company with respect to issue of certificates
 
364A Regulations
Part 11 VARIOUS TYPES OF COMPANIES, ETC. Division 1 — [Repealed by Act 8 of 2003] Division 2 — Foreign companies
 
365 Foreign companies to which this Division applies
 
366 Interpretation of this Division
 
367 Power of foreign companies to hold immovable property
 
368 Documents, etc., to be lodged by foreign companies having place of business in Singapore
 
368A Duty of directors and authorised representatives to provide information to foreign company
 
368B Saving and transitional provisions for existing particulars of directors and authorised representatives before 3 January 2016
 
369 Power to refuse registration of a foreign company in certain circumstances
 
370 As to registered office and authorised representatives of foreign companies
 
370A Transitional provision for contact address of director or authorised representative of foreign company
 
371 Transitory provisions
 
372 Return to be filed where documents, etc., altered
 
373 Financial statements
 
374 (Repealed)
 
375 Obligation to state name of foreign company, whether limited, and country where incorporated
 
376 Service of document
 
377 Cesser of business in Singapore
 
377A Application for administrative restoration of foreign company to register
 
377B Registrar’s decision on application for administrative restoration of foreign company
 
377C Registrar may restore foreign company deregistered by mistake
 
377D Effect of restoration of foreign company
 
378 Restriction on use of certain names
 
379 Register of members of foreign companies
 
380 Contents of register and index of members of foreign companies
 
381 Register to be prima facie evidence
 
382 Certificate as to shareholding
 
383 No civil proceedings to be brought in respect of bearer shares or share warrants
 
384 Application of provisions of Act
 
385 (Repealed)
 
386 Penalties
Part 11A REGISTER OF CONTROLLERS, NOMINEE DIRECTORS AND NOMINEE SHAREHOLDERS OF COMPANIES
 
386AA Application of this Part
 
386AB Interpretation of this Part
 
386AC Meaning of "registrable"
 
386AD State of mind of corporation, unincorporated association, etc.
 
386AE Meaning of "legal privilege"
 
386AF Register of controllers
 
386AFA Additional particulars
 
386AG Duty of company and foreign company to investigate and obtain information
 
386AH Duty of company and foreign company to keep information up‑to‑date
 
386AI Duty of company and foreign company to correct information
 
386AJ Controller’s duty to provide information
 
386AK Controller’s duty to provide change of information
 
386AKA Register of nominee directors
 
386AL Nominee directors
 
386ALA Register of nominee shareholders
 
386ALB Nominee shareholders
 
386AM Power to enforce
 
386AN Central register of controllers
 
386AO Codes of practice, etc.
 
386AP Exemption
Part 12 GENERAL Division 1 — Enforcement of this Act
 
386A Interpretation
 
387 Service of documents on company
 
387A Electronic transmission of notices of meetings
 
387B Electronic transmission of documents
 
387C Electronic transmission in accordance with constitution, etc.
 
387D Electronic transmission of documents by member, officer or auditor to company or director
 
388 Security for costs
 
389 As to rights of witnesses to legal representation
 
390 Disposal of shares of shareholder whose whereabouts unknown
 
391 Power to grant relief
 
392 Irregularities
 
393 Privileged communications
 
394 Production and inspection of books or papers where offence suspected
 
395 Form of company records
 
396 Duty to take precautions against falsification
 
396A Inspection of records
 
396B Liability where proper accounts not kept
 
397 Translations of instruments, etc.
 
398 Certificate of incorporation conclusive evidence
 
399 Court may compel compliance
Division 2 — Offences
 
400 (Repealed)
 
401 False and misleading statement
 
402 False statements or reports
 
403 Dividends payable from profits only
 
404 Fraudulently inducing persons to invest money
 
405 Penalty for carrying on business without registering a corporation and for improper use of words "Limited" and "Berhad"
 
406 Frauds by officers
 
407 General penalty provisions
 
408 Default penalties
 
409 Proceedings how and when taken
 
409A Injunctions
 
409B Composition of offences
Division 3 — Miscellaneous
 
409C Appeal
 
410 Rules
 
411 Regulations
FIRST SCHEDULE Repealed written laws SECOND SCHEDULE Repealed THIRD SCHEDULE Repealed FOURTH SCHEDULE Repealed FIFTH SCHEDULE Repealed SIXTH SCHEDULE Statement in lieu of prospectus SEVENTH SCHEDULE Repealed EIGHTH SCHEDULE Repealed NINTH SCHEDULE Repealed TENTH SCHEDULE Repealed ELEVENTH SCHEDULE Repealed TWELFTH SCHEDULE Contents of directors’ statement THIRTEENTH SCHEDULE Criteria for small company and small group FOURTEENTH SCHEDULE Companies to which Part 11A does not apply FIFTEENTH SCHEDULE Foreign companies to which Part 11A does not apply SIXTEENTH SCHEDULE Meanings of "significant control" and "significant interest" Legislative History Abbreviations Comparative Table
Companies Act 1967
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