...Division 3A - Reduction of share capital...
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Liability of members on reduced shares
Where a company's share capital is reduced under any provision of this Division, a member of the company (past or present) is not liable in respect of the issue price of any share to any call or contribution greater in amount than the difference (if any) between —
the issue price of the share; and
the aggregate of the amount paid up on the share (if any) and the amount reduced on the share.
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No civil proceedings to be brought in respect of bearer shares or share warrants
Any allotment, issue, sale, transfer, assignment or other disposition in Singapore of any bearer share or share warrant by a foreign company registered under this Division is void.
15/2017
No civil proceedings may be brought or maintained in any court for or in respect of any bearer share or share warrant allotted, issued, sold, transferred, assigned or disposed by a foreign company registered under this Division.
15/2017
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Use of share capital to pay expenses incurred in issue of new shares
A company may use its share capital to pay any expenses (including brokerage or commission) incurred directly in the issue of new shares.
36/2014
A payment made under subsection (1) is not to be taken as reducing the amount of share capital of the company.
36/2014
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Issue of shares for no consideration
A company having a share capital may issue shares for which no consideration is payable to the issuing company.
36/2014
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Power of company to alter its share capital
Subject to subsections (1B) and (1C), a company, if so authorised by its constitution, may in general meeting alter its share capital in any one or more of the following ways:
Deleted by Act 21 of 2005
consolidate and divide all or any of its share capital;
convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares;
subdivide its shares or any of them, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share is the same as it was in the case of the share from which the reduced share is derived;
cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled.
36/2014
A public company which alters its share capital may lodge with the Registrar a notice of the alteration in the prescribed form.
36/2014
A private company may alter its share capital by lodging a notice of alteration in the prescribed form with the Registrar.
36/2014
An alteration of share capital of a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
Cancellations
A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.
As to share capital of unlimited company on re-registration
An unlimited company having a share capital may by any resolution passed for the purposes of section 30(1) —
increase the amount of its share capital by increasing the issue price of each of its shares, but subject to the condition that no part of the increased capital is capable of being called up except in the event and for the purposes of the company being wound up; and
in addition or alternatively, provide that a specified portion of its uncalled share capital is not capable of being...
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Preliminary
A company may reduce its share capital under the provisions of this Division in any way and, in particular, do all or any of the following:
extinguish or reduce the liability on any of its shares in respect of share capital not paid up;
cancel any paid-up share capital which is lost or unrepresented by available assets;
return to shareholders any paid-up share capital which is more than it needs.
A company may not reduce its share capital in any way except by a procedure provided for it by the provisions of this Division.
A company's constitution may exclude or restrict any power to reduce share capital conferred on the company by this Division.
36/2014
In this Division —
reduction information , in relation to a proposed reduction of share capital by a special resolution of a company, means the following information:
the amount of the company's share capital that is thereby reduced;
the number of shares that are thereby cancelled;
resolution date , in relation to a resolution, means the date when the resolution is passed.
36/2014
This Division does not apply to an unlimited company, and does not preclude such a company from reducing in any way its share capital.
This Division does not apply to any redemption of preference shares issued by a company under section 70(1) which results in a reduction in the company's share capital.
36/2014
This Division does not apply to the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G.
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Limitation of liability of trustee, etc., registered as holder of shares
Any trustee, executor or administrator of the estate of any deceased person who was registered in a register as the holder of a share in any company may become registered as the holder of that share as trustee, executor or administrator of that estate and is in respect of that share subject to the same liabilities and no more as he or she would have been subject to if the share had remained registered in the name of the deceased person.
15/2017
Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any company being a share registered in a register may with the consent of the company and of the registered holder of that share become registered as the holder of the share as trustee, executor or administrator of that estate and is in respect of the share subject to the same liabilities and no more as he or she would have been subject to if the share had been registered in the name of the deceased person.
15/2017
Shares in a company registered in a register and held by a trustee in respect of a particular trust must at the request of the trustee be marked in the register in such a way as to identify them as being held in respect of the trust.
15/2017
Subject to this section, no notice of any trust expressed, implied or constructive may be entered in a register or be receivable by the Registrar and no liabilities are affected by anything done pursuant to subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section and the company concerned is not affected by notice of any trust by anything so done.
15/2017
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... held by the manager of the collective investment scheme concerned,
does not constitute an interest in a share.
Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share and...
... the body corporate, that person is deemed to have an interest in that share. Where a body corporate has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a share and... ... the voting power in the body corporate, that person is deemed to have an interest in that share. 36/2014 For the purposes of subsection (4A), a person is an associate of another person if the firstmentioned... ... the share mentioned in subsection (4A); or a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the share mentioned in subsection (4A). 36/2014 Where a person — has entered into a contract to purchase a share; has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to the person or to the person's order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; has the right to acquire a share, or an interest in a share, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or is entitled (otherwise than by reason of the person having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members) to exercise or control the exercise of a right attached to a share, not being a share of which the person is the registered holder, that person is deemed to have an interest in that share. For the purposes of Division 4 of Part 4 and sections 163 to 165 and 244, a book-entry security is to be treated as if it were an interest in a share. 36/2014 A person is not to be deemed not to have an interest in a share by reason only that the person has the interest in the share jointly with another person. It is immaterial, for the purposes of determining... |
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Transitional provisions for section 62A
For the purpose of the operation of this Act on or after in relation to a share issued before that date —
the amount paid on the share is the sum of all amounts paid to the company at any time for the share (but not including any premium); and
the amount unpaid on the share is the difference between the price of issue of the share (but not including any premium) and the amount paid on the share.
On , any amount standing to the credit of a company's share premium account and any amount standing to the credit of a company's capital redemption reserve becomes part of the company's share capital.
Despite subsection (2), a company may use the amount standing to the credit of its share premium account immediately before to —
provide for the premium payable on redemption of debentures or redeemable preference shares issued before that date...
... dividends are satisfied by the issue of shares to members of the company. Despite subsection (2), if the company carries on insurance business in Singapore immediately before , it may also apply the amount standing to the credit of its share... ...) entered into before that date or a trust deed or other document executed before that date — a reference to the par or nominal value of a share is a reference to — if the share is issued before that date — the par or nominal value of the share immediately before that date; if the share is issued on or after that date but shares of the same class were on issue immediately before that date — the par or nominal value that the share would have had if it had been issued then; or if the share is issued on or after that date and shares of the same class were not on issue immediately before that date — the par or nominal value determined by the directors, and a reference to share premium is a reference to any residual share capital in relation to the share; a reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value equal to the amount paid in respect of the share's par or nominal value; and a reference to the aggregate par or nominal value of the company's issued share capital is a reference to that aggregate as it existed immediately before that date as — increased to take account of the par or nominal value as defined in paragraph... |
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Rights and powers attaching shares
Subject to subsections (2) and (3), sections 21 and 76J, and any written law to the contrary, a share in a company confers on the holder of the share the right to one vote on a poll at a meeting of the company on any resolution.
36/2014
A company's constitution may provide that a member is not entitled to vote unless all calls or other sums personally payable by the member in respect of shares in the company have been paid.
36/2014
Subject to subsection (4) and section 64A, a right specified in subsection (1) may be negated, altered, or added to by the constitution of the company.
36/2014
Despite subsection (3), the right of a holder of a specified share of a company to at least one vote on a poll at a meeting of the company on the following resolutions may not be negated or altered:
a resolution to wind up the company voluntarily under section 160 of the Insolvency, Restructuring and Dissolution Act 2018; or
a resolution to vary any right attached to a specified share and conferred on the holder.
36/2014; 40/2018
In subsection (4), specified share means a share in the company, by whatever name called which, but for that subsection, does not entitle the holder thereof to the right to vote at a general meeting of the company.
36/2014
This section does not operate so as to limit or derogate from the rights of any person under section 74.
36/2014
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Share warrants
A company must not issue any share warrant stating that the bearer of the warrant is entitled to the shares therein specified and which enables the shares to be transferred by delivery of the warrant.
The bearer of a share warrant issued before is, in the 2-year period after , entitled to surrender it for cancellation and to have the bearer's name entered in the register of members.
36/2014
The company is responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant issued before in respect of the shares therein specified without the warrant being surrendered and cancelled.
36/2014
A company must cancel any share warrant which is issued by a company before that is unaccounted for by the expiry of the 2-year period mentioned in subsection (2), and the company is not responsible for any loss incurred by any person by reason of such cancellation.
36/2014
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Notice of increase in total amount paid up on shares
Where a private company issues any partly paid or unpaid share of any class and the company subsequently receives all or any part of the unpaid amount with respect to the share, the company must lodge with the Registrar a notice in the prescribed form with respect to the total amount of such payments and the increase in the total amount paid up on the relevant class of shares within 14 days after the payment.
36/2014
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Reduction by special resolution subject to Court approval
A company limited by shares may, as an alternative to reducing its share capital under section 78B or 78C, reduce it in any way by a special resolution approved by an order of the Court under section 78I, but the resolution and the reduction of the share capital do not take effect until —
that order has been made;
the company has complied with section 78I(3) (lodgment of information with Registrar); and
the Registrar has recorded the information lodged with him or her under section 78I(3) in the appropriate register.
Deleted by Act 36 of 2014
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Conversion of shares
Subject to this section and sections 64A and 75, a company the share capital of which is divided into different classes of shares may make provision in its constitution to authorise the conversion of one class of shares into another class of shares.
36/2014
A public company may convert one class of shares ( A ) into another class of shares ( B ) by special resolution only if the constitution of the public company —
permits B to be issued; and
sets out the rights attached to B .
36/2014
A private company may convert shares from one class to another by lodging a notice of conversion in the prescribed form with the Registrar.
36/2014
A conversion of shares by a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
Section 74 applies where a conversion of shares undertaken by a company involves a variation or an abrogation of the rights attached to any class of shares in the company.
36/2014
Despite anything in this section, a share that is not a redeemable preference share when issued cannot afterwards be converted into a redeemable preference share.
36/2014
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Redenomination of shares
A company having a share capital may by ordinary resolution convert its share capital or any class of shares from one currency to another currency.
36/2014
A resolution under this section may authorise a company having a share capital to redenominate its share capital —
on more than one occasion; and
at a specified time or under specified circumstances.
36/2014
The redenomination must be made at a spot rate of exchange specified in the resolution.
36/2014
The rate mentioned in subsection (3) must be either —
a rate prevailing on a day specified in the resolution; or
a rate determined by taking the average of rates prevailing on each consecutive day of a period specified in the resolution.
36/2014
The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed.
36/2014
A resolution under this section may specify conditions which must be met before the redenomination takes effect.
36/2014
Redenomination in accordance with a resolution under this section takes effect —
on the day on which the resolution is passed; or
on such later day as may be determined in accordance with the resolution.
36/2014
A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed.
36/2014
A company's constitution may exclude or restrict the exercise of a power conferred by this section.
36/2014
In this section and sections 73A and 73B, redenomination means the conversion of share capital or any class of shares from one currency to another.
36/2014
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Reduction of share capital by public company
A public company may reduce its share capital in any way by a special resolution if the company —
Deleted by Act 36 of 2014
meets the solvency requirements; and
meets such publicity requirements as may be prescribed by the Minister,
but the resolution and the reduction of the share capital take effect only as provided by section 78E.
Despite subsection (1), the company need not meet the solvency requirements if the reduction of share capital does not involve any of the following:
a reduction or distribution of cash or other assets by the company;
a release of any liability owed to the company.
36/2014
The company meets the solvency requirements if —
all the directors of the company make a solvency statement in relation to the reduction of share capital;
the statement is made —
in time for subsection (4)( a ) to be complied with; but
not before the beginning of the period of 30 days ending with the resolution date; and
a copy of the solvency statement is lodged with the Registrar, together with the copy of the resolution required to be lodged with the Registrar under section 186, within 15 days beginning with the resolution date.
36/2014
Unless subsection (2) applies, the company must —
throughout the meeting at which the resolution is to be passed — make the solvency statement or a copy of it available for inspection by the members at the meeting; and
throughout the 6 weeks beginning with the resolution date — make the solvency statement or a copy of it available at the company's registered office for inspection free of charge by any creditor of the company.
The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence.
Any requirement under subsection (3)( c ) or (4)( b ) ceases if the resolution is revoked.
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Creditor protection
This section applies if a company makes an application under section 78G(1) and the proposed reduction of share capital involves either —
a reduction of liability in respect of unpaid share capital; or
the payment to a shareholder of any paid-up share capital,
and also applies if the Court so directs in any other case where a company makes an application under that section.
Upon the application to the Court, the Court is to settle a list of qualifying creditors.
If the proposed reduction of share capital involves either —
a reduction of liability in respect of unpaid share capital; or
the payment to a shareholder of any paid-up share capital,
the Court may, if having regard to any special circumstances of the case it thinks it appropriate to do so, direct that any class or classes of creditors are not qualifying creditors.
For the purpose of settling the list of qualifying creditors, the Court —
must ascertain, as far as possible without requiring an application from any creditor, the names of qualifying creditors and the nature and amount of their debts or claims; and
may publish notices fixing a day or days within which creditors not included in the list are to claim to be so included or are to be excluded from the list.
Any officer of the company who —
intentionally conceals the name of a qualifying creditor;
intentionally misrepresents the nature or amount of the debt or claim of any creditor; or
aids, abets or is privy to any such concealment or misrepresentation,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years.
In this section and section 78I but subject to subsection (3), qualifying creditor means a creditor of the company who, at a date fixed by the Court, is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company.
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Registration of transfer at request of transferor by private companies
Subject to section 129, on the request in writing of the transferor of —
any share in a private company — the company must lodge with the Registrar a notice of transfer of shares in the prescribed form; or
any debenture or other interest in a private company — the company must enter in such register as the company considers appropriate, the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.
36/2014
The transfer of any share in a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
On the request in writing of the transferor of a share or debenture, the private company must by written notice require the person having the possession, custody or control of the share certificate or debenture and the instrument of transfer thereof or either of them to deliver or produce it or them to the office of the company within a stated period, being not less than 7 and not more than 28 days after the date of the notice, to have the share certificate or debenture cancelled or rectified, and the transfer registered (in the case of a transfer of debenture) or otherwise dealt with.
36/2014
If any person refuses or neglects to comply with a notice given under subsection (3), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents mentioned in the notice should not be delivered or produced as required by the notice.
36/2014
Upon appearance of a person so summoned the Court may examine the person upon oath and receive other evidence, or if the person does not appear after being duly served with such summons, the Court may receive evidence in the person's absence and in either case the Court may order the person to deliver such documents to the company upon such terms or conditions as to the Court seem fit, and the costs of the summons and proceedings thereon are in the discretion of the Court.
36/2014
Lists of share certificates or debentures called in under this section and not delivered or produced must be exhibited in the office of the company and must be advertised in such newspapers and at such times as the...
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As to member's rights at meetings
A member has, despite any provision in the constitution of the company, a right to attend any general meeting of the company and to speak on any resolution before the meeting.
36/2014
In the case of a company limited by shares, the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of section 64, the share confers on the holder a right to vote on that resolution.
36/2014
In the case of a company other than a company limited by shares, a member may vote on a resolution before a general meeting of the company if the right to vote on that resolution is conferred on the member under the constitution of the company.
36/2014
Despite subsection (2), a preference share issued after but before carries, in addition to any other right conferred by this Act, the right in a poll at any general meeting to at least one vote in respect of each such share held during such period as the preferential dividend or any part thereof remains in arrears and unpaid, such period starting from a date not more than 12 months, or such lesser period as the constitution may provide, after the due date of the dividend.
36/2014
For the purposes of subsection (4) —
preference share means a share, by whatever name called, which does not entitle the holder thereof —
to the right to vote at a general meeting (except in the circumstances specified in subsection (4)); or
to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise; and
a dividend is deemed to be due on the date appointed in the constitution for the payment of the dividend for any year or other period or, if no such date is appointed, upon the day immediately following the expiration of the year or other period and whether or not such dividend has been earned or declared.
36/2014
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Transfer by personal representative
A transfer of the share, debenture or other interest of a deceased person made by the deceased person's personal representative is, although the personal representative is not himself or herself a member of the company, as valid as if he or she had been such a member at the time of the execution of the instrument of transfer.
36/2014
The production to a company of any document which is by law sufficient evidence of probate of the will, or letters of administration of the estate, of a deceased person having been granted to some person must be accepted by the company, despite anything in its constitution, as sufficient evidence of the grant.
36/2014
In this section, instrument of transfer includes a written application for transmission of a share, debenture or other interest to a personal representative.
36/2014
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Company may have duplicate common seal
A company may, if authorised by its constitution, have a duplicate common seal which must be a facsimile of the common seal of the company with the addition on its face of the words Share Seal and a certificate under such duplicate seal is deemed to be sealed with the common seal of the company for the purposes of this Act.
36/2014
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Return as to allotments by private companies
A private company may allot new shares, other than a deemed allotment, by lodging with the Registrar a return of the allotment in the prescribed form, which must include the following particulars:
the number of the shares comprised in the allotment;
the amount (if any) paid or deemed to be paid on the allotment of each share;
the amount (if any) unpaid on each share referred to in paragraph ( b );
where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and
the full name, identification, nationality (if such identification or nationality, as the case may be, is required by the Registrar) and address of, and the number and class of shares held by each of its members.
36/2014
An allotment of shares, other than a deemed allotment, by a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
In this section and section 63A, deemed allotment means an issue of shares without formal allotment to subscribers to the constitution.
36/2014
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Return as to allotments by public companies
Where a public company makes any allotment of its shares, other than a deemed allotment, the company must within 14 days thereafter lodge with the Registrar a return of the allotments stating —
the number of the shares comprised in the allotment;
the amount (if any) paid or deemed to be paid on the allotment of each share;
the amount (if any) unpaid on each share referred to in paragraph ( b );
where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and
the full name, identification, nationality (if such identification or nationality, as the case may be, is required by the Registrar) and address of, and the number and class of shares held by each of the 50 members who, following the allotment, hold the most number of shares in the company (excluding treasury shares).
36/2014
A return of allotment mentioned in subsection (1) by a public company, the shares of which are listed on an approved exchange in Singapore or any securities exchange outside Singapore, need not state the particulars specified in subsection (1)( e ).
36/2014; 4/2017
If default is made in complying with this section, every officer of the public company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.
36/2014
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Differences in calls and payments, etc.
A company if so authorised by its constitution may —
make arrangements on the issue of shares for varying the amounts and times of payment of calls as between shareholders;
accept from any member the whole or a part of the amount remaining unpaid on any shares although no part of that amount has been called up; and
pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.
36/2014
Reserve liability
A limited company may by special resolution determine that any portion of its share capital which has not been already called up is not capable of being called up except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital is not capable of being called up except in the event and for the purposes of the company being wound up, but no such resolution affects the rights of any person acquired before the passing of the resolution.
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Application and interpretation of Division
This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act.
A reference to a company is a reference —
Deleted by Act 2 of 2009
to a body corporate, being a body incorporated in Singapore, that is for the time being declared by the Minister, by notification in the Gazette , to be a company for the purposes of this Division; or
to a body, not being a body corporate formed in Singapore, that is for the time being declared by the Minister, by notification in the Gazette , to be a company for the purposes of this Division.
2/2009
In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock is deemed to be an interest in an issued share in the company having attached to it the same rights as are attached to that stock.
A reference in the definition of voting share in section 4(1) to a body corporate includes a reference to a body referred to in subsection (2)( c ).
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Substantial shareholdings and substantial shareholders
For the purposes of this Division, a person has a substantial shareholding in a company if —
the person has an interest or interests in one or more voting shares in the company; and
the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares in the company.
For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into 2 or more classes of shares, if —
the person has an interest or interests in one or more voting shares included in one of those classes; and
the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares included in that class.
For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company.
In this section and section 83, voting shares exclude treasury shares.
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Reduction of share capital by private company
A private company limited by shares may reduce its share capital in any way by a special resolution if the company —
Deleted by Act 36 of 2014
meets the solvency requirements; and
meets such publicity requirements as may be prescribed by the Minister,
but the resolution and the reduction of the share capital take effect only as provided by section 78E.
36/2014
Despite subsection (1), the company need not meet the solvency requirements if the reduction of share capital does not involve any of the following:
a reduction or distribution of cash or other assets by the company;
a release of any liability owed to the company.
36/2014
For the purposes of subsection (1), the company meets the solvency requirements if —
all the directors of the company make a solvency statement in relation to the reduction of capital; and
the statement is made —
in time for subsection (4)( a ) to be complied with; but
not before the beginning of the period of 20 days ending with the resolution date.
21/2005; 36/2014
Unless subsection (2) applies, the company —
must —
if the resolution for reducing share capital is a special resolution to be passed by written means under section 184A — ensure that every copy of the resolution served under section 183(3A) or 184C(1) (as the case may be) is accompanied by a copy of the solvency statement; or
if the resolution is a special resolution to be passed in a general meeting — throughout that meeting make the solvency statement or a copy of it available for inspection by the members at that meeting; and
must, throughout the 6 weeks beginning with the resolution date, make the solvency statement or a copy of it available at the company's registered office for inspection free of charge by any creditor of the company.
The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an...
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Registration of transfer at request of transferor by public companies
On the request in writing of the transferor of any share, debenture or other interest in a public company the company must enter in the appropriate register the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.
36/2014
On the request in writing of the transferor of a share or debenture the public company must by written notice require the person having the possession, custody or control of the share certificate or debenture and the instrument of transfer thereof or either of them to deliver or produce it or them to the office of the company within a stated period, being not less than 7 and not more than 28 days after the date of the notice, to have the share certificate or debenture cancelled or rectified and the transfer registered or otherwise dealt with.
36/2014
If any person refuses or neglects to comply with a notice given under subsection (2), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents mentioned in the notice should not be delivered or produced as required by the notice.
36/2014
Upon appearance of a person so summoned the Court may examine the person upon oath and receive other evidence, or if the person does not appear after being duly served with such summons, the Court may receive evidence in the person's absence and in either case the Court may order the person to deliver such documents to the company upon such terms or conditions as to the Court seem fit, and the costs of the summons and proceedings thereon are in the discretion of the Court.
36/2014
Lists of share certificates or debentures called in under this section and not brought in must be exhibited in the office of the company and must be advertised in such newspapers and at such times as the company thinks fit.
36/2014
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Sections 8(7) and 386AB
Meanings of significant control and significant interest
Definition of significant control
For the purposes of Part 11A, an individual or a legal entity has significant control over a company or foreign company if the individual or legal entity —
holds the right, directly or indirectly, to appoint or remove the directors or equivalent persons of the company or foreign company who hold a majority of the voting rights at meetings of the directors or equivalent persons on all or substantially all matters;
holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the members or equivalent persons of the company or foreign company; or
has the right to exercise, or actually exercises, significant influence or control over the company or foreign company.
Definition of significant interest
For the purposes of Part 11A, an individual or a legal entity has a significant interest in a company or foreign company having a share capital —
if the individual or legal entity (as the case may be) has an interest in more than 25% of the shares in the company or foreign company; or
if —
the individual or legal entity (as the case may be) has an interest in one or more voting shares in the company or foreign company; and
the total votes attached to that share, or those shares, is more than 25% of the total voting power in the company or foreign company.
In sub-paragraph (1)( b ), voting share does not include any treasury share or any share mentioned in section 21(4B) or (6C).
For the purposes of Part 11A, an individual or a legal entity has a significant interest in a company or foreign company that does not have a share capital if the individual or legal entity holds, whether directly or indirectly, a right to share in more than 25% of the capital, or more than 25% of the profits, of the company or foreign company.
Supplementary provisions
Subject to sub-paragraphs (2), (3) and (5), subsections (1A) to (6A), (8), (9) and (10) of section 7 apply in determining whether a person has an interest in a share.
If 2 or more persons jointly have an interest in a share, or jointly hold a right, each of the persons is considered for the purposes of this Schedule as having an interest in that share, or as holding that right, as the case may be.
If shares in respect of which a person has an interest and the shares in respect of which another person has...
... joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined rights of both of them. A share or right held by a person as nominee for another is to be considered for the purposes of this Schedule as held by the other (and not by... |
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Notice of redenomination
Within 14 days after passing a resolution under section 73, a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination.
36/2014
The notice must include the following information with respect to the company's share capital as redenominated by the resolution:
the total number of issued shares in the company;
the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the company;
the total amount of the company's issued share capital; and
for each class of shares —
the particulars specified in subsection (3);
the total number of issued shares in the class;
the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the class; and
the total amount of issued share capital of the class.
36/2014
The particulars referred to in subsection (2)( d )(i) are —
particulars of any voting rights attached to shares in the class, including rights that arise only in certain circumstances;
particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution;
particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution (including on a winding up of the company); and
whether or not shares in the class are redeemable shares.
36/2014
If default is made in complying with this section, every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.
36/2014
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... resolution passed pursuant to section 76C, 76D, 76DA or 76E unless —
the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or
the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company.
36/2014
Where a company has reduced its share capital by a special...
... — the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company. 36/2014 Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the... ... or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are deemed to be cancelled immediately on purchase or acquisition. On the cancellation of a share under subsection (5) or (5A), the rights and privileges attached to that share expire... ...; the number of shares cancelled; the number of shares held as treasury shares; the company's issued share capital before the purchase or acquisition; the company's issued share capital after the purchase or acquisition; the amount of consideration paid by the company for the purchase or acquisition of the shares; whether the shares were purchased or... ...; the company's issued share capital before the purchase or acquisition; the company's issued share capital after the purchase or acquisition; the amount of consideration paid by the... |
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Reduction of capital or profits or both on cancellation of repurchased shares
Where under section 76C, 76D, 76DA or 76E, shares of a company are purchased or acquired, and cancelled under section 76B(5), the company must —
reduce the amount of its share capital where the shares were purchased or acquired out of the capital of the company;
reduce the amount of its profits where the shares were purchased or acquired out of the profits of the company; or
reduce the amount of its share capital and profits proportionately where the shares were purchased or acquired out of both the capital and the profits of the company,
by the total amount of the purchase price paid by the company for the shares cancelled.
36/2014
For the purpose of subsection (1), the total amount of the purchase price referred to in that subsection includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition of the shares of a company which is paid out of the company's capital or profits under section 76F(1).
36/2014
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Position at end of period for creditor objections
Where —
a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)( c ) and the solvency requirements under section 78B(3) (if applicable); and
no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date,
for the reduction of share capital to take effect, the company must lodge with the Registrar —
a copy of the resolution in accordance with section 186; and
the following documents after the end of 6 weeks, and before the end of 8 weeks, beginning with the resolution date:
a copy of the solvency statement under section 78B(3) (if applicable);
a statement made by the directors confirming that the requirements under section 78B(1)( c ) and the solvency...
... Where — a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)( c ) and the solvency requirements (if applicable) under section 78C(3); and no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date, for the reduction of share capital to take effect, the company must lodge with the... ... Where — a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)( c ) and the solvency requirements under section 78B(3) (if applicable); but during the 6 weeks beginning with the resolution date, one or more applications for cancellation of the resolution are made under section 78D(2), for the reduction of share capital to take effect, the following conditions must be satisfied... ... Where — a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)( c ) and the solvency requirements under section 78C(3) (if applicable); but during the 6 weeks... ... subsection (1), (2), (3) or (4), and the reduction of the share capital, take effect when the Registrar has recorded the information lodged with him or her in the appropriate register. ... |
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Court order approving reduction
On an application by a company under section 78G(1), the Court may, subject to subsection (2), make an order approving the reduction in share capital unconditionally or on such terms and conditions as it thinks fit.
If, at the time the Court considers the application, there is a qualifying creditor within the meaning of section 78H —
who is included in the Court's list of qualifying creditors under that section; and
whose claim has not been terminated or whose debt has not been discharged,
the Court must not make an order approving the reduction unless satisfied, as respects each qualifying creditor, that —
the qualifying creditor has consented to the reduction;
the qualifying creditor's debt or claim has been secured or the qualifying creditor has other adequate safeguards for it; or
security or other safeguards are unnecessary in view of the assets the company would have after the reduction.
Where an order is made under this section approving a company's reduction in share capital, the company must (for the reduction to take effect) lodge with the Registrar —
a copy of the order; and
a notice containing the reduction information,
within 90 days beginning with the date the order is made, or within such longer period as the Registrar may, on the application of the company and on receiving the prescribed fee, allow.
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Certificate to be evidence of title
A certificate under the common or official seal of a company specifying any shares held by any member of the company is prima facie evidence of the title of the member to the shares.
Every share certificate must be under the common seal of the company or, in the case of a share certificate relating to shares on a branch register, the official seal of the company and must state as at the date of the issue of the certificate —
the name of the company and the authority under which the company is constituted;
the address of the registered office of the company in Singapore, or, where the certificate is issued by a branch office, the address of that branch office; and
the class of the shares, whether the shares are fully or partly paid up and the amount (if any) unpaid on the shares.
36/2014
Failure to comply with this section does not affect the rights of any holder of shares.
If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence.
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Notice of refusal to register transfer by private companies
If a private company refuses to lodge a notice of transfer of any share in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and the transferee notice of the refusal.
36/2014
If a private company refuses to register a transfer of any debenture or other interest in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and to the transferee notice of the refusal.
36/2014
Where an application is made to a private company to lodge with the Registrar a notice of transfer in the prescribed form in respect of any share which have been transferred or transmitted to a person by act of parties or operation of law, the company must not refuse to do so by virtue of any discretion in that behalf conferred by the constitution unless it has served on the applicant, within 30 days beginning with the day on which the application was made, a written notice stating the facts which are considered to justify refusal in the exercise of that discretion.
36/2014
If default is made in complying with this section, the private company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
36/2014
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Investigation of affairs of company by inspectors at direction of Minister
The Minister may appoint one or more inspectors to investigate the affairs of a company or such aspects of the affairs of a company as are specified in the instrument of appointment and to report thereon in such manner as the Minister directs —
in the case of a company having a share capital, on the application of —
not less than 200 members (excluding the company itself if it is registered as a member) or of members holding not less than 10% of the shares issued (excluding treasury shares); or
holders of debentures holding not less than 20% in nominal value of debentures issued;
in the case of a company not having a share capital, on the application of not less than 20% in number of the persons on the company's register of members; or
in any case on the application of a company pursuant to a special resolution.
An application under this section must be supported by such evidence as the Minister requires as to the reasons for the application and the motives of the applicants in requiring the investigation, and the Minister may before appointing an inspector require the applicants to give security for such amount as the Minister thinks fit for payment of the cost of the investigation.
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Requirements as to constitution
The constitution of every company must comply with such requirements as may be prescribed, must be dated and must state, in addition to other requirements —
the name of the company;
if the company is a company limited by shares — that the liability of the members is limited;
if the company is a company limited by guarantee — that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the company contracted before he or she ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount;
if the company is an unlimited company — that the liability of the members is unlimited;
if the company is an unlimited company or a company limited by guarantee — the number of members with which the company is applying to be registered;
the full names, addresses and occupations of the subscribers to the constitution of the company; and
that such subscribers are desirous of being formed into a company in pursuance of the constitution and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names.
36/2014
Where a company to which subsection (1)( e ) applies changes the number of its members with which it is registered, the company must, within 14...
... offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty. 36/2014 On , any provision (or part thereof) then subsisting in the constitution of any company which states — the amount of share capital with which the company proposes to be or is registered; or the division of the share capital of the company into shares of a fixed amount, is, insofar as it relates to the matters referred to in either or both of paragraphs ( a ) and ( b ), deemed to be deleted. 36/2014 Each subscriber to the constitution must, if the company is to have a share capital, make a declaration to the Registrar, either personally or through a registered qualified individual authorised by the subscriber, as to the number of shares (not being less than one) that the subscriber agrees to take... ... the constitution, duly signed by the subscribers and stating, if the company is to have a share capital, the number of shares that each subscriber has agreed to take, must be kept at the registered office of the company. 36/2014 ... |
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Amalgamation proposal
An amalgamation proposal must contain the terms of an amalgamation under section 215A and, in particular —
the name of the amalgamated company;
the registered office of the amalgamated company;
the full name of every director of the amalgamated company;
the residential address or alternate address (as the case may be) of every director of the amalgamated company which is entered in the register of directors kept by the Registrar under section 173(1)( a ) in respect of the company;
the share structure of the amalgamated company, specifying —
the number of shares of the amalgamated company;
the rights, privileges, limitations and conditions attached to each share of the amalgamated company; and
whether the shares are transferable or non-transferable and, if transferable, whether their transfer is subject to any condition or limitation;
a copy of the constitution of the amalgamated company;
the manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company;
if shares of an amalgamating company are not to be converted into shares of the amalgamated company, the consideration that the holders of those shares are to receive instead of shares of the amalgamated company;
any payment to be made to any member or director of an amalgamating company, other than a payment of the kind described in paragraph ( g ); and
details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company.
36/2014
An amalgamation proposal may specify the date on which the amalgamation is intended to become effective.
If shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal —
must provide for the cancellation of those shares without...
... cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act. For the purposes of subsection (1)( a ), the name of the amalgamated company may be — the name of one of the... |
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As to constitution of companies limited by guarantee
In the case of a company limited by guarantee, every provision in the constitution or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company, otherwise than as a member, is void.
36/2014
For the purposes of the provisions of this Act relating to the constitution of a company limited by guarantee and of this section, every provision in the constitution or in any resolution of a company limited by guarantee purporting to divide the undertaking of the company into shares or interests is to be treated as a provision for a share capital even though the number of the shares or interests is not specified thereby.
36/2014
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Treasury shares: disposal and cancellation
Subject to subsection (1A), where shares are held by a private company as treasury shares, the company may at any time —
sell the shares (or any of them) for cash;
transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for employees, directors or other persons;
transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person;
cancel the shares (or any of them); or
sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.
36/2014
A private company may cancel or dispose of treasury shares pursuant to subsection (1) by lodging a prescribed notice of the cancellation or disposal of treasury shares with the Registrar together with the prescribed fee.
36/2014
A cancellation or disposal of treasury shares by a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
Where shares are held by a public company as treasury shares, the company may at any time —
sell the shares (or any of them) for cash;
transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for its employees, directors or other persons;
transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person;
cancel the shares (or any of them); or
sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.
36/2014
Where a public company cancels or disposes treasury shares in accordance with subsection (1C), the directors of the company must...
... The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) or (1C) (as the case may be) without complying with section 78B (Reduction of share capital by private company), 78C (Reduction of share capital by public company... |
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Creditor's right to object to company's reduction
This section applies where a company has passed a special resolution for reducing share capital under section 78B or 78C.
Any creditor of the company to which this subsection applies may, at any time during the 6 weeks beginning with the resolution date, apply to the Court for the resolution to be cancelled.
Subsection (2) applies to a creditor of the company who, at the date of the creditor's application to the Court, is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company.
When an application is made under subsection (2) —
the creditor must as soon as possible serve the application on the company; and
the company must as soon as possible give to the Registrar notice of the application.
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Numbering of shares
Each share in a company must be distinguished by an appropriate number.
Despite subsection (1) —
if at any time all the issued shares in a company or all the issued shares therein of a particular class are fully paid up and rank equally for all purposes, none of those shares need thereafter have a distinguishing number so long as each of those shares remains fully paid up and ranks equally for all purposes with all shares of the same class for the time being issued and fully paid up; or
if all the issued shares in a company are evidenced by certificates in accordance with section 123 and each certificate is distinguished by an appropriate number and that number is recorded in the register of members, none of those shares need have a distinguishing number.
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Transfer of shares in private companies
Despite anything in its constitution, a private company must not lodge a transfer of shares unless a proper instrument of transfer has been delivered to the company, but this section does not affect any power to lodge a notice of transfer of shares in respect of any person to whom the right to any shares of the company has been transmitted by operation of law.
36/2014
Where there has been a transfer of shares, a private company must lodge with the Registrar notice of that transfer of shares in the prescribed form.
36/2014
A transfer of any share in a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
36/2014
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Register and index of members of public companies
Every public company must keep a register of its members and enter therein —
the names and addresses of the members, and in the case of a public company having a share capital a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member's holding and of the amount paid or agreed to be considered as paid on the shares of each member;
the date at which the name of each person was entered in the register as a member;
the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and
in the case of a public company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment.
36/2014
Despite anything in subsection (1), where the public company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company must alter the register to show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (1)( a ).
36/2014
Where a public company purchases one or more of its own shares or stocks in circumstances in which section 76H applies —
the requirements of subsections (1)( a ), ( b ) and ( c ) and (2) must be complied with unless the public company cancels all of the shares or stocks immediately after the purchase in accordance with section 76K(1); but
any share or stock which is so cancelled is to be disregarded for the purposes of subsections (1)( a ) and (2).
36/2014
Despite anything in subsection (1), a public company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former members need not be supplied to any person who applies for a copy of the register unless the person specifically requests the names and particulars of former members.
36/2014
The register of members is prima facie evidence of any matters inserted therein as required or authorised by this Act.
Index of members of public...
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Treasury shares: voting and other rights
This section applies to shares which are held by a company as treasury shares.
The company must not exercise any right in respect of the treasury shares and any purported exercise of such a right is void.
The rights to which subsection (2) applies include any right to attend or vote at meetings (including meetings under section 210) and for the purposes of this Act, the company is to be treated as having no right to vote and the treasury shares are to be treated as having no voting rights.
No dividend may be paid, and no other distribution (whether in cash or otherwise) of the company's assets (including any distribution of assets to members on a winding up) may be made, to the company in respect of the treasury shares.
Nothing in this section is to be taken as preventing —
an allotment of shares as fully paid bonus shares in respect of the treasury shares; or
the subdivision or consolidation of any treasury share into treasury shares of a greater or smaller number, if the total value of the treasury shares after the subdivision or consolidation is the same as the total value of the treasury share before the subdivision or consolidation, as the case may be.
36/2014
Any shares allotted as fully paid bonus shares in respect of the treasury shares are to be treated for the purposes of this Act as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied.
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Contents of register and index of members of foreign companies
The register of members of a foreign company required to be kept under section 379 must contain the following particulars:
the names and addresses of the members of the foreign company;
the date on which the name of each person was entered in the register as a member;
the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member;
in the case of a foreign company having a share capital —
a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member's holding and of the amount paid or agreed to be considered as paid on the shares of each member; and
such particulars of the shares held by each member, including the date of every allotment of shares to members and the number of shares comprised in each allotment;
such other particulars as may be prescribed.
15/2017
Every foreign company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index —
keep an index in convenient form of the names of the members;
within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index; and
keep the index at the same place as the register of members.
15/2017
The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.
15/2017
If there is any change in the particulars mentioned in subsection (1) contained in the register of members of a foreign company, the foreign company must, within 30 days after the change, update the register of members to reflect the change.
Act 2 of 2022 wef 30/05/2022
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Powers of Court with respect to defaulting substantial shareholders
Where a person is a substantial shareholder, or at any time after has been a substantial shareholder in a company and has failed to comply with section 82, 83 or 84, the Court may, on the application of the Minister, whether or not that failure still continues, make one or more of the following orders:
an order restraining the person from disposing of any interest in shares in the company in which the person is or has been a substantial shareholder;
an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in paragraph ( a ) from disposing of any interest in those shares;
an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest;
an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest;
an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest;
an order directing the company not to register the transfer or transmission of specified shares;
an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded;
for the purposes of securing compliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing a specified act.
Any order made under this section may include such ancillary or consequential provisions as the Court thinks just.
An order made under this section directing the sale of a share may provide that the sale...
.... The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share vests in the Registrar. The Court must, before making an order under this section and in determining the terms... .... Section 214 of the Insolvency, Restructuring and Dissolution Act 2018 applies in relation to a share that vests in the Registrar under this section as it applies in relation to an estate or interest in property vested in the Official Receiver under the firstmentioned section... |
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Quorum, chairperson, voting, etc., at meetings
So far as the constitution does not make other provision in that behalf and subject to sections 64 and 64A —
2 members of the company personally present form a quorum;
any member elected by the members present at a meeting may be chairperson thereof;
in the case of a company having a share capital —
on a show of hands, each member who is personally present and entitled to vote has one vote; and
on a poll, each member has one vote in respect of each share held by the member and where all or part of the share capital consists of stock or units of stock each member has one vote in respect of the stock or units of stock held by the member which is or are or were originally equivalent to one share; and
in the case of a company not having a share capital every member has one vote.
36/2014
On a poll taken at a meeting a person entitled to more than one vote need not, if the person votes, use all the person's votes or cast all the votes the person uses in the same way.
A corporation may by resolution of its directors or other governing body —
if it is a member of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the company or of any class of members; or
if it is a creditor, including a holder of debentures, of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of any creditors of the company,
and a person so authorised is, in accordance with the person's authority and until the person's authority is revoked by the corporation, entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company.
Where —
a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and
the person is not otherwise entitled to be present at the meeting as a member or proxy or as a corporate representative of another member,
the corporation is, for the purposes of subsection (1), deemed to be personally present at...
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