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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... |