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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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Formation of companies
Subject to the provisions of this Act, any person may, whether alone or together with another person, by subscribing the person's name or their names to a constitution and complying with the requirements as to registration, form an incorporated company.
36/2014
A company may be —
a company limited by shares;
a company limited by guarantee; or
an unlimited company.
No company, association or partnership consisting of more than 20 persons may be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed pursuant to some other written law in Singapore or letters patent.
So much of subsection (3) as prohibits the formation of an association or a partnership consisting of more than 20 persons does not apply to an association or a partnership formed solely or mainly for the purpose of carrying on any profession or calling which under the provisions of any written law may be exercised only by persons who possess the qualifications laid down in such written law for the purpose of carrying on that profession or calling.
As from , no company limited by guarantee with a share capital may be registered under this Act.
The prohibition referred to in subsection (5) does not affect a company limited by guarantee which has a share capital and is registered as such before and section 38(2) continues to apply to a company so registered; but any such company must, within 2 years of that date, elect to convert and re-register that company either as a company limited by shares or as a company limited by guarantee.
The conversion of a company referred to in subsection (6) is effected by lodging with the Registrar a special resolution determining the conversion of the company from a company limited by guarantee with a share capital to a company limited by shares or to a company limited by guarantee (as the case may be) and altering its constitution to the extent that is necessary to bring them into conformity with the requirements of this Act relating to the constitution of a company limited by shares or of a company limited by guarantee, as the case may be.
36/2014
On compliance by a company with subsection (7) and on the issue by the Registrar of...
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Interpretation of this Division
In this Division, unless the contrary intention appears —
authorised representative , in relation to a foreign company, means —
in the case of a foreign company registered before — the agent of the foreign company as defined by this section in force immediately before that date; and
in the case of a foreign company registered on or after — the person named in a notice lodged under section 368(1)( e );
carrying on business —
includes the administration, management or otherwise dealing with property situated in Singapore as an agent, a legal personal representative, or a trustee, whether by employees or agents or otherwise; and
does not exclude activities carried on without a view to any profit.
36/2014
Despite subsection (1), a foreign company is not to be regarded as carrying on business in Singapore for the reason only that in Singapore it —
is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute;
holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs;
maintains any bank account;
effects any sale through an independent contractor;
solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore;
creates evidence of any debt or creates a charge on movable or immovable property;
secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts;
conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time;
invests any of its funds or holds any property;
establishes a share transfer or share registration office in Singapore;
effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore, established under the Monetary Authority of Singapore Act 1970, under an arrangement approved by the Monetary Authority of Singapore; or
carries on such other activity as...
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Effect of constitution
Subject to this Act, the constitution of a company, when registered, binds the company and the members thereof to the same extent as if it respectively had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the constitution.
36/2014
All money payable by any member to the company under the constitution is a debt due from the member to the company.
36/2014
As to effect of alterations on members who do not consent
Despite anything in the constitution of a company, no member of the company, unless either before or after the alteration is made the member agrees in writing to be bound thereby, is bound by an alteration made in the constitution after the date on which the member became a member so far as the alteration requires the member to take or subscribe for more shares than the number held by the member at the date on which the alteration is made or in any way increases the member's liability as at that date to contribute to the share capital of or otherwise to pay money to the company.
36/2014
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Restriction on allotment in certain cases
A public company having a share capital which does not issue a prospectus on or with reference to its formation must not allot any of its shares or debentures unless, at least 3 days before the first allotment of either shares or debentures, there has been lodged with the Registrar a statement in lieu of prospectus which complies with the requirements of this Act.
If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.
Every director of a company who knowingly contravenes or permits or authorises the contravention of subsection (1) shall —
be guilty of an offence; and
be liable in addition to the penalty or punishment for the offence to compensate the company and allottee respectively for any loss, damages or costs which the company or allottee has sustained or incurred thereby.
No proceedings for the recovery of any compensation referred to in subsection (3)( b ) may be commenced after the expiration of 2 years from the date of the allotment.
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Redeemable preference shares
Subject to this section, a company having a share capital may, if so authorised by its constitution, issue preference shares which are, or at the option of the company are to be, liable to be redeemed and the redemption may be effected only on such terms and in such manner as is provided by the constitution.
36/2014
Deleted by Act 36 of 2014
The shares must not be redeemed unless they are fully paid up.
The shares must not be redeemed out of the capital of the company unless —
all the directors have made a solvency statement in relation to such redemption; and
the company has lodged a copy of the statement with the Registrar.
To avoid doubt, shares redeemed out of proceeds of a fresh issue of shares issued for the purpose of redemption are not to be treated as having been redeemed out of the capital of the company.
36/2014
A private company may redeem any redeemable preference shares by lodging a prescribed notice of redemption with the Registrar.
36/2014
A redemption of any redeemable preference 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
If a public company redeems any redeemable preference shares, it must within 14 days after doing so give notice thereof to the Registrar specifying the shares redeemed.
36/2014
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Treasury shares: maximum holdings
Where a company has shares of only one class, the aggregate number of shares held as treasury shares must not at any time exceed 10% of the total number of shares of the company at that time.
Where the share capital of a company is divided into shares of different classes, the aggregate number of the shares of any class held as treasury shares must not at any time exceed 10% of the total number of the shares in that class at that time.
Where subsection (1) or (2) is contravened by a company, the company must dispose of or cancel the excess shares in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow.
In subsection (3), the excess shares means such number of the shares, held by the company as treasury shares at the time in question, as resulted in the limit being exceeded.
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Power of company to pay interest out of capital in certain cases
Where any shares of a company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a long period, the company may pay interest on so much of such share capital (except treasury shares) as is for the time being paid up and charge the interest so paid to capital as part of the cost of the construction or provision but —
no such payment may be made unless it is authorised, by the constitution or by special resolution, and is approved by the Court;
before approving any such payment, the Court may at the expense of the company appoint a person to inquire and report as to the circumstances of the case, and may require the company to give security for the payment of the costs of the inquiry;
the payment is to be made only for such period as is determined by the Court, but in no case extending beyond a period of 12 months after the works or buildings have been actually completed or the plant provided;
the rate of interest must in no case exceed 5% per annum or such other rate as is for the time being prescribed; and
the payment of the interest does not operate as a reduction of the amount paid up on the shares in respect of which it is paid.
36/2014
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Substantial shareholder to notify company of interests
A person who is a substantial shareholder in a company must give written notice to the company stating the person's name and address and full particulars (including, unless the interest or interests cannot be related to a particular share or shares, the name of the person who is registered as the holder) of the voting shares in the company in which the person has an interest or interests and full particulars of each such interest and of the circumstances by reason of which the person has that interest.
The notice must be given —
if the person was a substantial shareholder on — within one month after that date; or
if the person became a substantial shareholder after that date — within 2 business days after becoming a substantial shareholder.
The notice must be so given even though the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) is applicable.
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Substantial shareholder to notify company of change in interests
Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a company in voting shares in the company, the substantial shareholder must give written notice to the company stating the information specified in subsection (2) within 2 business days after the substantial shareholder becomes aware of such a change.
The information referred to in subsection (1) is —
the name and address of the substantial shareholder;
the date of the change and the circumstances leading to that change; and
such other particulars as may be prescribed.
In subsection (1), percentage level , in relation to a substantial shareholder, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has an interest or interests immediately before or (as the case may be) immediately after the relevant time as a percentage of the total votes attached to —
all the voting shares in the company; or
where the share capital of the company is divided into 2 or more classes of shares, all the voting shares included in the class concerned,
and, if it is not a whole number, rounding that figure down to the next whole number.
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Defence to prosecutions
It is a defence to a prosecution for failing to comply with section 82, 83, 84 or 86 if the defendant proves that the defendant's failure was due to the defendant not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —
the defendant was not so aware on the date of the summons; or
the defendant became so aware less than 7 days before the date of the summons.
For the purposes of subsection (1), a person is conclusively presumed to have been aware of a fact or occurrence at a particular time —
of which the person would, if the person had acted with reasonable diligence in the conduct of the person's affairs, have been aware at that time; or
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her master's or principal's interest or interests in a share or shares in the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master's or principal's affairs, have been aware at that time.
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