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201C When directors need not lay financial statements before company

... When directors need not lay financial statements before company The directors of a private company need not comply with the requirement in section 201 to lay before the company at its annual general meeting financial statements or consolidated financial statements of the company if the company need not hold an annual general meeting because of section 175A(1). 15/2017 Where the financial statements or consolidated financial statements are not laid before the company at its annual general meeting under subsection (1), the reference in section 207(1) to financial statements required to be laid before the company in general meeting is to be read as a reference to the documents required to be sent to persons entitled to receive notice of general meetings of the company under section 203(1). 15/2017 ...

204 Penalty

...Penalty If any director of a company fails to comply with section 201(2) or (5) , he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 . 36/2014 Act 17 of 2023 wef 01/07/2023 If any director of a company fails to comply with section 201(16), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. Act 17 of 2023 wef 01/07/2023 If any director of a company — fails to comply with any provision of this Division (other than section 201(2), (5) or (16)); fails to take all reasonable steps to secure compliance by the company with any such provision; or has by his or her own wilful act been the cause of any default by the company of any such provision, 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. 36/2014 In any proceedings against a person for failure to take all reasonable steps to comply with, or to secure compliance with, the preceding provisions of this Division relating to the form and content of the financial statements of a company or consolidated financial statements of a parent company by reason of an omission from the financial statements or consolidated financial statements, it is a defence to prove that the omission was not intentional and that the information omitted was immaterial and did not affect the giving of a true and fair view of the matters required by section 201 to be dealt with in the financial statements or consolidated financial statements. 36/2014 If an offence under this section is committed with intent to defraud creditors of the company or creditors of any other person or for a fraudulent purpose, the offender shall be liable on conviction — in the case of an offence under subsection (1), to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both; Act 17 of 2023 wef 01/07/2023 in the case of an offence under subsection (1AA), to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both; or Act 17 of 2023 wef 01/07/2023 in the case of an offence under subsection (1A), to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years or to both. A person shall not be sentenced to imprisonment for any offence under this section unless in the opinion of the Court dealing with the case the offence was committed wilfully. ...

205D Registrar may require company exempt from audit requirements to lodge audited financial statements

... Registrar may require company exempt from audit requirements to lodge audited financial statements Despite sections 205B and 205C, the Registrar may, if he or she is satisfied that there has been a breach of any provision of section 199 or 201 or that it is otherwise in the public interest to do so, by written notice to a company exempt under either of those sections, require that company to lodge with the Registrar, within such time as may be specified in that notice — its financial statements duly audited by the auditor or auditors of the company or, where none has been appointed, an auditor or auditors to be appointed by the directors of the company for this purpose; and an auditor's report mentioned in section 207 in relation to those financial statements prepared by the auditor or auditors of the company. 36/2014 ...

202 Relief from requirements as to form and content of financial statements and directors’ statement

... Relief from requirements as to form and content of financial statements and directors' statement The directors of a company may apply to the Registrar in writing for an order relieving them from any requirement of this Act relating to the form and content of financial statements or consolidated financial statements (other than a requirement of the Accounting Standards) or to the form and content of the statement required by section 201(16) and the Registrar may make such an order either unconditionally or on condition that the directors comply with such other requirements relating to the form and content of the financial statements or consolidated financial statements or directors' statement as the Registrar thinks fit to impose. 36/2014 The Registrar may, where the Registrar considers it appropriate, make an order in respect of a specified class of companies relieving the directors of a company in that class from compliance with any specified requirements of this Act relating to the form and content of financial statements or consolidated financial statements (other than a requirement of the Accounting Standards) or to the form and content of the statement required by section 201(16) and the order may be made either unconditionally or on condition that the directors of the company comply with such other requirements relating to the form and content of financial statements or consolidated financial statements or directors' statement as the Registrar thinks fit to impose. 36/2014 The Registrar must not make an order under subsection (1) unless he or she is of the opinion that compliance with the requirements of this Act would render the financial statements or consolidated financial statements or directors' statement (as the case may be) misleading or inappropriate to the circumstances of the company or would impose unreasonable burdens on the company or any officer of the company. 36/2014 The Registrar may make an order under subsection (1) which may be limited to a specific period and may from time to time either on application by the directors or without any such application (in which case the Registrar must give to the directors an opportunity of being heard) revoke or suspend the operation of any such order. ...

209A Interpretation of this Part

... Interpretation of this Part In this Part, unless the contrary intention appears — balance sheet , in relation to a company, means the balance sheet, by whatever name called, prepared in accordance with the Accounting Standards; consolidated financial statements has the meaning given by the Accounting Standards; consolidated total assets — in the case where consolidated financial statements are prepared in relation to a group — are determined in accordance with the accounting standards applicable to the group; or in the case where consolidated financial statements are not prepared in relation to a group — means the aggregate total assets of all the members of the group; directors' statement means the statement of the directors mentioned in section 201(16); entity means an entity that is referred to in the Accounting Standards in relation to the preparation of financial statements and the requirements for the preparation of financial statements; financial statements means the financial statements of a company required to be prepared by the Accounting Standards; group has the meaning given by the Accounting Standards; parent company means a company that is required under the Accounting Standards to prepare financial statements in relation to a group; subsidiary company means a company that is a subsidiary as defined in the Accounting Standards; subsidiary corporation means a corporation that is a subsidiary as defined in the Accounting Standards; ultimate parent corporation means a corporation which is a parent but is not a subsidiary, within the meaning of the Accounting Standards. 36/2014 ...

201A Certain dormant companies exempted from duty to prepare financial statements

... Certain dormant companies exempted from duty to prepare financial statements Subject to subsection (3), the directors of a dormant relevant company are exempt from the requirements of section 201 for a financial year if the requirements set out in subsection (2) are satisfied. 36/2014 The requirements referred to in subsection (1) are — that the relevant company has been dormant — from the time of its formation; or since the end of the previous financial year; that the directors of the relevant company have lodged with the Registrar a statement by the directors that — the company has been dormant for the period set out in paragraph ( a )(i) or (ii), as the case may be; no notice has been received under subsection (3) in relation to the financial year; and the accounting and other records required by this Act to be kept by the company have been kept in accordance with section 199; and that the statement mentioned in paragraph ( b ) has been lodged with the Registrar at the same time that the annual return is required to be lodged under section 197(1). 36/2014 A relevant person may by written notice require the directors of a dormant relevant company to comply with any or all of the requirements of section 201 in respect of a financial year but the written notice must be issued to the directors not less than 3 months before the end of the financial year. 36/2014 In subsection (3), relevant person means — the Registrar; one or more members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares); or not less than 5% of the total number of members of the company (excluding the company itself if it is registered as a member). 36/2014 For the purposes of this section — relevant company means a company — which is not a listed company or a subsidiary company of a listed company; whose total assets at any time during the financial year in question does not exceed...

2 Division into Parts

... Division into Parts This Act is divided into Parts and Divisions as follows: Part 1 sections 1-7A … Preliminary sections 1-7A. Part 2 sections 8-15 ... Administration of this Act sections 8-8H, 10, 12-15. Part 3 Constitution of Companies sections 17-42A ... Division 1 — Incorporation sections 17-22. Division 2 — Powers sections 23-41C, 42A. Part 4 Shares, Debentures and Charges sections 59-141 ... Division 2 — Restrictions on allotment and commencement of business sections 59-62. ... Division 3 — Shares sections 62A-68, 70-78. ... Division 3A — Reduction of share capital sections 78A-78K. ... Division 4 — Substantial shareholdings sections 79-91. ... Division 5 — Debentures sections 93-96, 100. ... Division 7 — Title and transfers sections 121-128, 129-130AE. ... Division 8 — Registration of charges sections 131-141. Part 5 Management and Administration sections 142-198 ... ... Division 1 — Office and name sections 142-144. Division 2 — Directors and officers sections 145-152, 154-160, 161-165, 168-169, 171-173I. ... Division 3 — Meetings and proceedings sections 174-189. ... Division 4 — Register of members kept by public company sections 189A-196. ... Division 4A — Electronic register of members kept by Registrar sections 196A-196D ... Division 5 — Annual return sections 197-198. Part 6 Financial Statements and Audit sections 199-209A ... ... Division 1 — Financial statements sections 199, 201-204. Division 2 — Audit sections 205-209A. Part 7 sections 210-216B ... Arrangements, Reconstructions and Amalgamations sections 210-211, 212, 215-216B. Part 9 sections 228-246 ... Investigations sections 228-233, 235-246. Part 10 sections 344-344H ... Dissolution sections 344-344H Part 10A sections 355-364A ... Transfer of Registration sections 355-364A. Part 11 Various Types of Companies, etc. sections 365-386 ... Division 2 — Foreign Companies sections 365-373, 375-384, 386. Part 11A sections 386AA-386AP ... Register of Controllers and Nominee...

8 Administration of Act and appointment of Registrar of Companies, etc.

... Administration of Act and appointment of Registrar of Companies, etc. The Authority is responsible for the administration of this Act, subject to the general or special directions of the Minister. The Minister may, after consultation with the Authority — appoint an officer of the Authority to be the Registrar of Companies; and from among the officers of the Authority, public officers and the officers of any other statutory board, appoint such number of Deputy Registrars and Assistant Registrars of Companies as the Minister considers necessary, for the proper administration of this Act. The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of the Registrar's powers, functions or duties under this Act, and the Registrar must give effect to such directions. Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed, anything by this Act appointed or authorised or required to be done or signed by the Registrar may be done or signed by any such Deputy or Assistant Registrar and is as valid and effectual as if done or signed by the Registrar. No person dealing with any Deputy or Assistant Registrar needs to be concerned to see or inquire whether any restrictions or limitations have been prescribed, and every act or omission of a Deputy or Assistant Registrar so far as it affects any such person is as valid and effectual as if done or omitted by the Registrar. Certain signatures to be judicially noticed All courts, judges and persons acting judicially are to take judicial notice of the seal and signature of the Registrar and of any Deputy or Assistant Registrar. Deleted by Act 36 of 2014 Deleted by Act 36 of 2014 Deleted by Act 36 of 2014 The Minister may, by notification in the Gazette , add to, vary or amend — the Twelfth Schedule in relation to the contents of the directors' statement which is required to accompany the financial statements under section 201(16); the Thirteenth Schedule in relation to the criteria for determining whether a company is a small company for the purposes of section 205C...

201 Financial statements and consolidated financial statements

... annual general meeting under section 201 in force before . 36/2014 For the purposes of subsections (1) and (5), a reference to the requirement to lay financial statements before a company includes the laying of the profit and loss account, balance sheet and consolidated accounts prepared in accordance with section 201 in force immediately before , where such profit and loss account, balance sheet and consolidated accounts have been prepared in respect of a financial year which ended before . 36/2014 Subsection (16) does not apply to any company in respect of any financial year which ended before ; and section 201(5) to (8), (11), (12) and (15) in force immediately before that date continues to apply to such company for that financial year. 36/2014 Without limiting section 197(2), a company referred to in subsection (22) must, when lodging a return with the Registrar under section 197, attach a copy of the report prepared in accordance with section 201(5) in force immediately before . 36/2014 ...

201AA Retention of documents laid before company at annual general meeting

... Retention of documents laid before company at annual general meeting Every company must cause to be kept at the company's registered office, or such other place as the directors think fit — a copy of each of the documents that was laid before the company at its annual general meeting under section 201 for a period of not less than 5 years after the date of the annual general meeting, being a date on or after ; or in respect of any financial year for which the company need not hold an annual general meeting because of section 175A(1) — a copy of the financial statements; or in the case of a parent company, a copy of the consolidated financial statements and balance sheet (including every document required by law to be attached thereto), and a copy of the auditors' report where such financial statements or consolidated financial statements are duly audited, that were sent to all persons entitled to receive notice of general meetings of the company in accordance with section 203(1) for a period of not less than 5 years after the date on which the documents were sent, being a date on or after . 36/2014; 15/2017 If default is made in complying with subsection (1), 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 or to imprisonment for a term not exceeding 12 months and also to a default penalty. 36/2014 The Registrar or an authorised officer may at any time require the company to furnish any document kept under subsection (1), and may, without fee or reward, inspect, make copies of or extracts from such document. 36/2014 Any person who — without lawful excuse, refuses to produce any document required of the person by the Registrar or an authorised officer under subsection (3); or assaults, obstructs, hinders or delays the Registrar or the authorised officer in the course of inspecting or making copies or extracts from the document, 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 In this section, authorised officer means an officer of the Authority authorised by the Registrar for the...

215J Solvency statement in relation to amalgamated company and offence for making false statement

... Solvency statement in relation to amalgamated company and offence for making false statement In sections 215C(2)( c ) and 215D(5), solvency statement , in relation to an amalgamated company, means a written declaration by the board of directors of each amalgamating company that it has formed the opinion — that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and that the value of the amalgamated company's assets will not be less than the value of its liabilities (including contingent liabilities). 36/2014 In forming an opinion for the purposes of subsection (1)( a ) and ( b ), the directors must take into account all liabilities of the amalgamated company (including contingent liabilities). In determining, for the purposes of subsection (1)( b ), whether the value of the amalgamated company's assets will become less than the value of its liabilities (including contingent liabilities), the board of directors of each amalgamating company — must have regard to — the most recent financial statements of the amalgamating company and the other amalgamating companies that comply with section 201(2) and (5), as the case may be; and all other circumstances that the directors know or ought to know affect, or may affect, the value of the amalgamated company's assets and the value of the amalgamated company's liabilities (including contingent liabilities); and may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances. 36/2014 In determining, for the purposes of subsection (3), the value of a contingent liability, the board of directors of each amalgamating company may take into account — the likelihood of the contingency occurring; and any claim the amalgamated company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability. Any director of an amalgamating company who votes in favour of or otherwise causes a solvency statement under this section to be made without having reasonable grounds for the opinions expressed in it shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both. ...

7A Solvency statement and offence for making false statement

... contingent liabilities) the directors of the company — must have regard to — the most recent financial statements of the company that comply with section 201(2) and (5), as the case may be; and all other...

201B Audit committees

.... Where the directors of a company or of a parent company are required to make a statement under section 201(16) and the company is a listed company, the directors must describe in the statement the nature and extent of the functions performed by the audit...

215I Solvency statement in relation to amalgamating company and offence for making false statement

... Solvency statement in relation to amalgamating company and offence for making false statement For the purposes of section 215C(2)( b ), solvency statement , in relation to an amalgamating company, means a statement by the board of directors of the amalgamating company that it has formed the opinion — that, as regards the amalgamating company's situation at the date of the statement, there is no ground on which the amalgamating company could then be found to be unable to pay its debts; and that, at the date of the statement, the value of the amalgamating company's assets is not less than the value of its liabilities (including contingent liabilities), being a statement which complies with subsection (2). The solvency statement — if the amalgamating company is exempt from audit requirements under section 205B or 205C, must be in the form of a written declaration; or if the amalgamating company is not such a company, must be in the form of a written declaration or must be accompanied by a report from its auditor that the auditor has inquired into the affairs of the amalgamating company and is of the opinion that the statement is not unreasonable given all the circumstances. 36/2014 In forming an opinion for the purposes of subsection (1)( a ) and ( b ), the directors must take into account all liabilities of the amalgamating company (including contingent liabilities). In determining, for the purposes of subsection (1)( b ), whether the value of the amalgamating company's assets is or will become less than the value of its liabilities (including contingent liabilities), the board of directors of the amalgamating company — must have regard to — the most recent financial statements of the amalgamating company that comply with section 201(2) and (5), as the case may be; and all other circumstances that the directors know or ought to know affect, or may affect, the value of the amalgamating company's assets and the value of the amalgamating company's liabilities (including contingent liabilities); and may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances. 36/2014 In determining, for the purposes of subsection (4), the value of a contingent liability, the board of directors of the...

207 Powers and duties of auditors as to reports on financial statements

... Powers and duties of auditors as to reports on financial statements An auditor of a company must report to the members — on the financial statements required to be laid before the company in general meeting and on the company's accounting and other records relating to those financial statements; and where the company is a parent company for which consolidated financial statements are prepared, on the consolidated financial statements. 36/2014 A report by an auditor of a company under subsection (1) must be furnished by the auditor to the directors of the company in sufficient time to enable the company to comply with the requirements of section 203(1) in relation to that report but no offence is committed by an auditor under this subsection if the directors have not submitted the financial statements for audit as required under this Part in sufficient time, having regard to the complexity of the financial statements, for the auditor to make the auditor's report. 36/2014 An auditor must, in a report under this section, state — whether the financial statements and, if the company is a parent company for which consolidated financial statements are prepared, the consolidated financial statements are in the auditor's opinion — in compliance with the requirements of the Accounting Standards; and give a true and fair view of — the financial position and performance of the company; and if consolidated financial statements are required, the financial position and performance of the group; if the financial statements or consolidated financial statements do not comply with any requirement of the Accounting Standards and the approval of the Registrar under section 201(12) to such non-compliance has not been obtained, whether such non-compliance is, in the opinion of the auditor, necessary for the financial statements or consolidated financial statements to give a true and fair view of any matter required by section 201 to be dealt with in them; whether the accounting and other records required by this Act to be kept by the company and, if it is a parent company, by the subsidiary corporations other than those of which the auditor has not acted as auditor have been, in the auditor's opinion, properly kept in accordance with this Act; Deleted by Act 5 of 2004...

175A When private company need not hold annual general meeting

... When private company need not hold annual general meeting A company need not hold an annual general meeting for a financial year — 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; 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 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 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 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 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 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. 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. A resolution mentioned in subsection (1)( a ) ceases to be in force if the company is converted to a public...

TWELFTH SCHEDULE - Contents of directors’ statement

... Sections 8(7) and 201(16) Contents of directors' statement A statement as to whether in the opinion of the directors — the financial statements and, where applicable, the consolidated financial statements are drawn up so as to give a true and fair view of the financial position and performance of the company and (if applicable) of the financial position and performance of the group for the period covered by the financial statements or consolidated financial statements; and at the date of the statement there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due. Where any option has been granted by a company, other than a parent company for which consolidated financial statements are required, during the period covered by the financial statements to take up unissued shares of a company — the number and class of shares in respect of which the option has been granted; the date of expiration of the option; the basis upon which the option may be exercised; and whether the person to whom the option has been granted has any right to participate by virtue of the option in any share issue of any other company. Where any of the particulars required by paragraph 2 have been stated in a previous directors' statement, they may be stated by reference to that statement. Where a parent company or any of its subsidiary corporations has at any time granted to a person an option to have shares issued to the person in the company or subsidiary corporation, the directors' statement of the parent company must state the name of the corporation in respect of the shares in which the option was granted and the other particulars required under paragraphs 2, 5 and 6. The particulars of shares issued during the period to which the statement relates by virtue of the exercise of options to take up unissued shares of the company, whether granted before or during that period. The number and class of unissued shares of the company under option as at the end of the period to which the statement relates, the price, or method of fixing the price, of issue of those shares, the date of expiration of the option and the rights (if any) of the persons to whom the options have been granted to participate by virtue of the options in any share issue of any other company. The names...

149 Disqualification of unfit directors of insolvent companies

... money or other property of the company; 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 as to — the extent of the director's responsibility for the causes of the company...

4 Interpretation

...Interpretation In this Act, unless the contrary intention appears — accounting corporation means a company approved or deemed to be approved as an accounting corporation under the Accountants Act 2004; accounting entity means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership; accounting firm means a firm approved or deemed to be approved as an accounting firm under the Accountants Act 2004; accounting limited liability partnership means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Act 2004; accounting records , in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporation are made up; Accounting Standards means the accounting standards made or formulated by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007 and applicable to companies and to foreign companies in respect of their operations in Singapore for the purposes of this Act; Act 36 of 2022 wef 01/04/2023 accounts means profit and loss accounts and balance sheets and includes notes (other than auditors' reports or directors' reports) attached or intended to be read with any of those profit and loss accounts or balance sheets; Act includes any regulations; alternate address means — in the case of a company — the alternate address that is recorded in place of the residential address of a director, chief executive officer or secretary in a company's register of directors, chief executive officers or secretaries (as the case may be) referred to in section 173; or in the case of a foreign company — an alternate address maintained with the Registrar under section 370A; annual general meeting , in relation to a company, means a meeting of the company required to be held by section 175; annual return means the return required to be lodged under section 197(1); approved exchange in Singapore means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001; audit requirements means the requirements of sections 201(8) and (9) and 207; Authority means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004; Authority's website means the Authority's Internet website; banking corporation means a bank or merchant bank licensed under the Banking Act 1970; book-entry securities has the meaning given by section 81SF of the Securities and Futures Act 2001; books includes any account, deed, writing or document and any other record of information, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise; borrowing corporation means a corporation that is or will be under a liability (whether or not such liability is present or...

76 Company financing dealings in its shares, etc.

... statements of the company that comply with section 201; the company receives fair value in connection with the financial assistance; the board of directors of the company passes a resolution that — the company should give the assistance; giving the...

Company financing dealings in its shares, etc.

76.—(1) Except as otherwise expressly provided by this Act, a public company or a company whose holding company or ultimate holding company is a public company must not, whether directly or indirectly, give any financial assistance for the purpose of, or in connection with —

(a)

the acquisition by any person, whether before or at the same time as the giving of financial assistance, of —

(i)	shares or units of shares in the company; or
(ii)	shares or units of shares in a holding company or ultimate holding company (as the case may be) of the company; or

(b)

the proposed acquisition by any person of —

(i)	shares or units of shares in the company; or
(ii)	shares or units of shares in a holding company or ultimate holding company (as the case may be) of the company. [36/2014]

(1A) Except as otherwise expressly provided by this Act, a company must not —

(a)

whether directly or indirectly, in any way —

(i)	acquire shares or units of shares in the company; or
(ii)	purport to acquire shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company; or

(b)

whether directly or indirectly, in any way, lend money on the security of —

(i)	shares or units of shares in the company; or
(ii)	shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company. [36/2014]

(2) A reference in this section to the giving of financial assistance includes a reference to the giving of financial assistance by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise.

(3) For the purposes of this section, a company is taken to have given financial assistance for the purpose of an acquisition or proposed acquisition referred to in subsection (1) (called in this subsection the relevant purpose) if —

(a)	the company gave the financial assistance for purposes that included the relevant purpose; and
(b)	the relevant purpose was a substantial purpose of the giving of the financial assistance. [36/2014]

(4) For the purposes of this section, a company is taken to have given financial assistance in connection with an acquisition or proposed acquisition referred to in subsection (1) if, when the financial assistance was given to a person, the company was aware that the financial assistance would financially assist —

(a)	the acquisition by a person of shares or units of shares in the company; or
(b)	where shares in the company had already been acquired — the payment by a person of any unpaid amount of the subscription payable for the shares, or the payment of any calls on the shares. [36/2014]

(5) If a company contravenes subsection (1) or (1A), the company shall not be guilty of an offence, despite section 407, but each officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 3 years or to both.

[36/2014]

(6) Where a person is convicted of an offence under subsection (5) and the Court by which the person is convicted is satisfied that the company or another person has suffered loss or damage as a result of the contravention that constituted the offence, that Court may, in addition to imposing a penalty under that subsection, order the convicted person to pay compensation to the company or other person (as the case may be) of such amount as the Court specifies, and any such order may be enforced as if it were a judgment of the Court.

(7) The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (6) from the liability to have such an order made against the person.

(8) Nothing in subsection (1) or (1A) prohibits —

(a)

a distribution of a company’s assets by way of dividends lawfully made;

(aa)

a distribution in the course of a company’s winding up;

(b)

a payment made by a company pursuant to a reduction of capital in accordance with Division 3A of this Part;

(c)

the discharge by a company of a liability of the company that was incurred in good faith as a result of a transaction entered into on ordinary commercial terms;

(d)

anything done pursuant to an order of Court made under section 210;

(e)

anything done under an arrangement made pursuant to section 178 of the Insolvency, Restructuring and Dissolution Act 2018;

(f)

anything done under an arrangement made between a company and its creditors which is binding on the creditors by virtue of section 187 of the Insolvency, Restructuring and Dissolution Act 2018;

(g)

where a corporation is a borrowing corporation by reason that it is or will be under a liability to repay moneys received or to be received by it —

(i)	the giving, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of a guarantee in relation to the repayment of those moneys, whether or not the guarantee is secured by any charge over the property of that company; or
(ii)	the provision, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of security in relation to the repayment of those moneys;

(ga)

the giving by a company in good faith and in the ordinary course of commercial dealing of any representation, warranty or indemnity in relation to an offer to the public of, or an invitation to the public to subscribe for or purchase, shares or units of shares in that company;

(h)

the purchase by a company of shares in the company pursuant to an order of a Court;

(i)

the creation or acquisition, in good faith and in the ordinary course of commercial dealing, by a company of a lien on shares in the company (other than fully‑paid shares) for any amount payable to the company in respect of the shares;

(j)

the entering into, in good faith and in the ordinary course of commercial dealing, of an agreement by a company with a subscriber for shares in the company permitting the subscriber to make payments for the shares by instalments;

(k)

an allotment of bonus shares;

(l)

a redemption of redeemable shares of a company in accordance with the company’s constitution; or

(m)

the payment of some or all of the costs by a company listed on an approved exchange in Singapore or any securities exchange outside Singapore associated with a scheme, an arrangement or a plan under which any shareholder of the company may purchase or sell shares for the sole purpose of rounding off any odd‑lots which the shareholder owns,

but nothing in this subsection —

(n)	is to be construed as implying that a particular act of a company would, but for this subsection, be prohibited by subsection (1) or (1A); or
(o)	is to be construed as limiting the operation of any rule of law permitting the giving of financial assistance by a company, the acquisition of shares or units of shares by a company or the lending of money by a company on the security of shares or units of shares. [36/2014; 4/2017; 40/2018]

(8A) For the purposes of subsection (8)(m) —

(a)	an “odd‑lot” means any amount of shares in the company which is less than the amount of shares constituting a board lot;
(b)	a “board lot” means a standard unit of trading of the securities exchange on which the company is listed; and
(c)	the reference to “rounding off any odd‑lots” includes an act by a shareholder, who owns only odd‑lots in a company, disposing all such odd‑lots. [36/2014]

(9) Nothing in subsection (1) or (1A) prohibits —

(a)

the making of a loan, or the giving of a guarantee or the provision of security in connection with one or more loans made by one or more other persons, by a company in the ordinary course of its business where the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore and where —

(i)	the lending of money, or the giving of guarantees or the provision of security in connection with loans made by other persons, is done in the course of such activities; and
(ii)	the loan that is made by the company, or, where the guarantee is given or the security is provided in respect of a loan, that loan is made on ordinary commercial terms as to the rate of interest, the terms of repayment of principal and payment of interest, the security to be provided and otherwise;

(b)

the giving by a company of financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company to be held by or for the benefit of employees of the company or of a corporation that is related to the company, including any director holding a salaried employment or office in the company or in the corporation; or

(c)

the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G.

[36/2014]

(9A) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —

(a)

the amount of the financial assistance, together with any other financial assistance given by the company under this subsection repayment of which remains outstanding, would not exceed 10% of the aggregate of —

(i)	the total paid‑up capital of the company; and
(ii)	the reserves of the company,

as disclosed in the most recent financial statements of the company that comply with section 201 ;

(b)

the company receives fair value in connection with the financial assistance;

(c)

the board of directors of the company passes a resolution that —

(i)	the company should give the assistance;
(ii)	giving the assistance is in the best interests of the company; and
(iii)	the terms and conditions under which the assistance is given are fair and reasonable to the company;

(d)

the resolution sets out in full the grounds for the directors’ conclusions;

(e)

all the directors of the company make a solvency statement in relation to the giving of the financial assistance;

(f)

within 10 business days of providing the financial assistance, the company sends to each member a notice containing particulars of —

(i)	the class and number of shares or units of shares in respect of which the financial assistance was or is to be given;
(ii)	the consideration paid or payable for those shares or units of shares;
(iii)	the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner; and
(iv)	the nature and, if quantifiable, the amount of the financial assistance; and

(g)

not later than the business day next following the day when the notice mentioned in paragraph (f) is sent to members of the company, the company lodges with the Registrar a copy of that notice and a copy of the solvency statement mentioned in paragraph (e).

[36/2014]

(9B) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —

(a)

the board of directors of the company passes a resolution that —

(i)	the company should give the assistance;
(ii)	giving the assistance is in the best interests of the company; and
(iii)	the terms and conditions under which the assistance is given are fair and reasonable to the company;

(b)

the resolution sets out in full the grounds for the directors’ conclusions;

(c)

all the directors of the company make a solvency statement in relation to the giving of the financial assistance;

(d)

not later than the business day next following the day when the resolution mentioned in paragraph (a) is passed, the company sends to each member having the right to vote on the resolution mentioned in paragraph (e) a notice containing particulars of —

(i)	the directors’ resolution mentioned in paragraph (a);
(ii)	the class and number of shares or units of shares in respect of which the financial assistance is to be given;
(iii)	the consideration payable for those shares or units of shares;
(iv)	the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner;
(v)	the nature and, if quantifiable, the amount of the financial assistance; and
(vi)	such further information and explanation as may be necessary to enable a reasonable member to understand the nature and implications for the company and its members of the proposed transaction;

(e)

a resolution is passed —

(i)	by all the members of the company present and voting either in person or by proxy at the relevant meeting; or
(ii)	if the resolution is proposed to be passed by written means under section 184A, by all the members of the company,

to give that assistance;

(f)

not later than the business day next following the day when the resolution mentioned in paragraph (e) is passed, the company lodges with the Registrar a copy of that resolution and a copy of the solvency statement mentioned in paragraph (c); and

(g)

the financial assistance is given not more than 12 months after the resolution mentioned in paragraph (e) is passed.

[36/2014]

(9BA) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —

(a)

giving the assistance does not materially prejudice —

(i)	the interests of the company or its shareholders; or
(ii)	the company’s ability to pay its creditors;

(b)

the board of directors of the company passes a resolution that —

(i)	the company should give the assistance; and
(ii)	the terms and conditions under which the assistance is proposed to be given are fair and reasonable to the company;

(c)

the resolution sets out in full the grounds for the directors’ conclusions; and

(d)

the company lodges with the Registrar a copy of the resolution mentioned in paragraph (b).

[36/2014]

(9C) A company must not give financial assistance under subsection (9A) or (9B) if, before the assistance is given —

(a)

any of the directors who voted in favour of the resolution under subsection (9A)(c) or (9B)(a), respectively —

(i)	ceases to be satisfied that the giving of the assistance is in the best interests of the company; or
(ii)	ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company; or

(b)

any of the directors no longer has reasonable grounds for any of the opinions expressed in the solvency statement.

(9CA) A company must not give financial assistance under subsection (9BA) if, before the assistance is given, any of the directors who voted in favour of the resolution under subsection (9BA)(b) ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company.

[36/2014]

(9D) A director of a company is not relieved of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company, by —

(a)	the passing of a resolution by the board of directors of the company under subsection (9A) or (9BA) for the giving of the financial assistance; or
(b)	the passing of a resolution by the board of directors of the company, and the passing of a resolution by the members of the company, under subsection (9B) for the giving of the financial assistance. [36/2014]

(10) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —

(a)

the company, by special resolution, resolves to give financial assistance for the purpose of or in connection with, that acquisition;

(b)

where —

(i)	the company is a subsidiary of a listed corporation; or
(ii)	the company is not a subsidiary of a listed corporation but is a subsidiary whose ultimate holding company is incorporated in Singapore,

the listed corporation or the ultimate holding company (as the case may be) has, by special resolution, approved the giving of the financial assistance;

(c)

the notice specifying the intention to propose the resolution referred to in paragraph (a) as a special resolution sets out —

(i)	particulars of the financial assistance proposed to be given and the reasons for the proposal to give that assistance; and
(ii)	the effect that the giving of the financial assistance would have on the financial position of the company and, where the company is included in a group of corporations consisting of a holding company and a subsidiary or subsidiaries, the effect that the giving of the financial assistance would have on the financial position of the group of corporations,

and is accompanied by a copy of a statement made in accordance with a resolution of the directors, setting out the names of any directors who voted against the resolution and the reasons why they so voted, and signed by not less than 2 directors, stating whether, in the opinion of the directors who voted in favour of the resolution, after taking into account the financial position of the company (including future liabilities and contingent liabilities of the company), the giving of the financial assistance would be likely to prejudice materially the interests of the creditors or members of the company or any class of those creditors or members;

(d)

the notice specifying the intention to propose the resolution referred to in paragraph (b) as a special resolution is accompanied by a copy of the notice, and a copy of the statement, mentioned in paragraph (c);

(e)

not later than the day next following the day when the notice mentioned in paragraph (c) is despatched to members of the company there is lodged with the Registrar a copy of that notice and a copy of the statement that accompanied that notice;

(f)

the notice mentioned in paragraph (c) and a copy of the statement mentioned in that paragraph are sent to —

(i)	all members of the company;
(ii)	all trustees for debenture holders of the company; and
(iii)	if there are no trustees for, or for a particular class of, debenture holders of the company — all debenture holders, or all debenture holders of that class (as the case may be) of the company whose names are, at the time when the notice is despatched, known to the company;

(g)

the notice mentioned in paragraph (d) and the accompanying documents are sent to —

(i)	all members of the listed corporation or of the ultimate holding company;
(ii)	all trustees for debenture holders of the listed corporation or of the ultimate holding company; and
(iii)	if there are no trustees for, or for a particular class of, debenture holders of the listed corporation or of the ultimate holding company — all debenture holders or debenture holders of that class (as the case may be) of the listed corporation or of the ultimate holding company whose names are, at the time when the notice is despatched, known to the listed corporation or the ultimate holding company;

(h)

within 21 days after the date on which the resolution mentioned in paragraph (a) is passed or, in a case to which paragraph (b) applies, the date on which the resolution referred to in that paragraph is passed, whichever is the later, a notice —

(i)	setting out the terms of the resolution mentioned in paragraph (a); and
(ii)	stating that any of the persons referred to in subsection (12) may, within the period mentioned in that subsection, make an application to the Court opposing the giving of the financial assistance,

is published in a daily newspaper circulating generally in Singapore;

(i)

no application opposing the giving of the financial assistance is made within the period mentioned in subsection (12) or, if such an application or applications has or have been made, the application or each of the applications has been withdrawn or the Court has approved the giving of the financial assistance; and

(j)

the financial assistance is given in accordance with the terms of the resolution mentioned in paragraph (a) and not earlier than —

(i)

in a case to which sub‑paragraph (ii) does not apply — the expiration of the period mentioned in subsection (12); or

(ii)

if an application or applications has or have been made to the Court within that period —

(A)	where the application or each of the applications has been withdrawn — the withdrawal of the application or of the last of the applications to be withdrawn; or
(B)	in any other case — the decision of the Court on the application or applications. [36/2014]

(10A) If the resolution mentioned in subsection (10)(a) or (b) is proposed to be passed by written means under section 184A, subsection (10)(f) or (g) (as the case may be) must be complied with at or before the time —

(a)	agreement to the resolution is sought in accordance with section 184C; or
(b)	documents referred to in section 183(3A) in respect of the resolution are served on or made accessible to members of the company in accordance with section 183(3A),

as the case may be.

(11) Where, on application to the Court by a company, the Court is satisfied that the provisions of subsection (10) have been substantially complied with in relation to a proposed giving by the company of financial assistance of a kind mentioned in that subsection, the Court may, by order, declare that the provisions of that subsection have been complied with in relation to the proposed giving by the company of financial assistance.

(12) Where a special resolution mentioned in subsection (10)(a) is passed by a company, an application to the Court opposing the giving of the financial assistance to which the special resolution relates may be made, within the period of 21 days after the publication of the notice mentioned in subsection (10)(h) —

(a)

by a member of the company;

(b)

by a trustee for debenture holders of the company;

(c)

by a debenture holder of the company;

(d)

by a creditor of the company;

(e)

if subsection (10)(b) applies by —

(i)	a member of the listed corporation or ultimate holding company that passed a special resolution mentioned in that subsection;
(ii)	a trustee for debenture holders of that listed corporation or ultimate holding company;
(iii)	a debenture holder of that listed corporation or ultimate holding company; or
(iv)	a creditor of that listed corporation or ultimate holding company; or

(f)

by the Registrar.

(13) Where an application or applications opposing the giving of financial assistance by a company in accordance with a special resolution passed by the company is or are made to the Court under subsection (12), the Court —

(a)

must, in determining what order or orders to make in relation to the application or applications, have regard to the rights and interests of the members of the company or of any class of them as well as to the rights and interests of the creditors of the company or of any class of them; and

(b)

must not make an order approving the giving of the financial assistance unless the Court is satisfied that —

(i)	the company has disclosed to the members of the company all material matters relating to the proposed financial assistance; and
(ii)	the proposed financial assistance would not, after taking into account the financial position of the company (including any future or contingent liabilities), be likely to prejudice materially the interests of the creditors or members of the company or of any class of those creditors or members,

and may do all or any of the following:

(iii)	if it thinks fit, make an order for the purchase by the company of the interests of dissentient members of the company and for the reduction accordingly of the capital of the company;
(iv)	if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase (otherwise than by the company or by a subsidiary of the company) of the interests of dissentient members;
(v)	give such ancillary or consequential directions and make such ancillary or consequential orders as it thinks expedient;
(vi)	make an order disapproving the giving of the financial assistance or, subject to paragraph (b), an order approving the giving of the financial assistance.

(14) Where the Court makes an order under this section in relation to the giving of financial assistance by a company, the company must, within 14 days after the order is made, lodge with the Registrar a copy of the order.

(15) The passing of a special resolution by a company for the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company, and the approval by the Court of the giving of the financial assistance, do not relieve a director of the company of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of the financial assistance.

(16) A reference in this section to an acquisition or proposed acquisition of shares or units of shares is a reference to any acquisition or proposed acquisition whether by way of purchase, subscription or otherwise.

(17) This section does not apply in relation to the doing of any act or thing pursuant to a contract entered into before 15 May 1987 if the doing of that act or thing would have been lawful if this Act had not been enacted.

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