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Annual return by companies
Every company, other than a company mentioned in subsection (1A), must lodge a return with the Registrar after its annual general meeting —
in the case of a listed company — within 5 months after the end of its financial year; and
in any other case — within 7 months after the end of its financial year.
15/2017
A company having a share capital and keeping a branch register in any place outside Singapore must lodge a return with the Registrar after its annual general meeting —
in the case of a listed company — within 6 months after the end of its financial year; and
in any other case — within 8 months after the end of its financial year.
15/2017
The Registrar may, if the Registrar thinks there are special reasons to do so, extend any period within which a company must lodge a return under subsection (1) or (1A) —
upon an application by the company; or
in respect of any prescribed class of companies.
15/2017
The return mentioned in subsections (1) and (1A) —
must be in such form;
must contain such particulars and information; and
must be accompanied by such documents,
as may be prescribed.
36/2014; 15/2017
The particulars to be contained in, and the documents that are to accompany, the return mentioned in subsection (1) may differ according to the class or description of company prescribed.
36/2014
If a private company is required under section 175A(4) to hold an annual general meeting for a financial year after it has lodged its annual return for that financial year, the company must lodge a notice of the date on which the annual general meeting was held with the Registrar within 14 days after that date.
15/2017
Deleted by Act 15 of 2017
If a company fails to comply with this section, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a...
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...Proxies Subject to this section, a member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, is entitled to appoint another person, whether a member or not, as the member's proxy to attend and vote instead of the member at the meeting and a proxy appointed to attend and vote instead of a member also has the same right as the member to speak at the meeting. 36/2014 Subject to this section, unless the constitution otherwise provides — a proxy is not entitled to vote except on a poll; a member is not entitled to appoint more than 2 proxies to attend and vote at the same meeting; and where a member appoints 2 proxies, the appointments are invalid unless the member specifies the proportions of the member's holdings to be represented by each proxy. 36/2014 Despite anything to the contrary in the constitution of a company, a member may appoint a proxy under this section by depositing with the company an instrument of appointment by electronic means. Act 17 of 2023 wef 01/07/2023 The electronic means by which an instrument of appointment may be deposited under subsection (1B) must be specified by the company in the notice of meeting. Act 17 of 2023 wef 01/07/2023 A member of a company having a share capital who is a relevant intermediary may appoint more than 2 proxies in relation to a meeting to exercise all or any of the member's rights to attend and to speak and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by the member (which number and class of shares must be specified). 36/2014 Act 17 of 2023 wef 01/07/2023 A proxy appointed under subsection (1C) has at a meeting the right to vote on a show of hands. 36/2014 In every notice calling a meeting of a company or a meeting of any class of members of a company there must appear with reasonable prominence a statement as to the rights of the member to appoint a proxy or proxies to attend and vote instead of the member, and that a proxy need not also be a member; and if default is made in complying with this subsection as respects any meeting, every officer of the company who is in default shall be guilty of an offence. 36/2014 Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued at the company's expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at the member's request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy. Any person who authorises or...
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... of commencement of section 2( i ) of the Corporate Registers (Miscellaneous Amendments) Act 2022;
company means a company having a share capital;
foreign company means a foreign company having a share capital;
shareholder , in relation to a company or foreign company...
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Sections 8(7) and 201(16)
Contents of directors' statement
A statement as to whether in the opinion of the directors —
the financial statements and, where applicable, the consolidated financial statements are drawn up so as to give a true and fair view of the financial position and performance of the company and (if applicable) of the financial position and performance of the group for the period covered by the financial statements or consolidated financial statements; and
at the date of the statement there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due.
Where any option has been granted by a company, other than a parent company for which consolidated financial statements are required, during the period covered by the financial statements to take up unissued shares of a company —
the number and class of shares in respect of which the option has been granted;
the date of expiration of the option;
the basis upon which the option may be exercised; and
whether the person to whom the option has been granted has any right to participate by virtue of the option in any share issue of any other company.
Where any of the particulars required by paragraph 2 have been stated in a previous directors' statement, they may be stated by reference to that statement.
Where a parent company or any of its subsidiary corporations has at any time granted to a person an option to have shares issued to the person in the company or subsidiary corporation, the directors' statement of the parent company must state the name of the corporation in respect of the shares in which the option was granted and the other particulars required under paragraphs 2, 5 and 6.
The particulars of shares issued during the period to which the statement relates by virtue of the exercise of options to take up unissued shares of the company, whether granted before or during that period.
The number and class of unissued shares of the company under option as at the end of the period to which the statement relates, the price, or method of fixing the price, of issue of those shares, the date of expiration of the option and the rights (if any) of the persons to whom the options have been granted to participate by virtue of the options in any share issue of any other company.
The names...
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Solvency statement and offence for making false statement
In this Act, unless the context otherwise requires, solvency statement , in relation to a proposed redemption of preference shares by a company out of its capital under section 70, a proposed giving of financial assistance by a company under section 76(9A) or (9B) or a proposed reduction by a company of its share capital under section 78B or 78C, means a statement by the directors of the company that they have formed the opinion —
that, as regards the company's situation at the date of the statement, there is no ground on which the company could then be found to be unable to pay its debts;
where —
it is intended to commence winding up of the company within the period of 12 months immediately after the date of the statement, that the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or
it is not intended so to commence winding up, that the company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of the statement; and
that the value of the company's assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed redemption, giving of financial assistance or reduction (as the case may be), become less than the value of its liabilities (including contingent liabilities),
being a statement which complies with subsection (2).
36/2014
The solvency statement —
if the company is exempt from audit requirements under section 205B or 205C, must be in the form of a written declaration signed by every director; or
if the company is not such a company, must be in the form of a written declaration signed by every director or must be accompanied by a report from its auditor that the auditor has inquired into the affairs of the company and is of the opinion that the statement is not unreasonable given all the circumstances.
36/2014
In forming an opinion for the purposes of subsection (1)( a ) and ( b ), the directors of the company must take into account all liabilities of the company (including contingent liabilities).
In determining, for the purposes of subsection (1)( c ), whether the value of the company's assets is or will become less than the value of its liabilities (including...
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Default in complying with requirements as to private companies
Deleted by Act 5 of 2004
Where —
default has been made in relation to a private company in complying with a limitation of a kind specified in section 18(1)( b ) that is included, or is deemed to be included in the constitution of the company;
Deleted by Act 5 of 2004
the constitution of a private company have been so altered that they no longer include restrictions or limitations of the kinds specified in section 18(1); or
a private company has ceased to have a share capital,
the Registrar may by notice served on the company determine that, on such date as is specified in the notice, the company ceased to be a private company.
36/2014
Where, under this section, the Court or the Registrar determines that a company has ceased to be a private company —
the company is a public company and is deemed to have been a public company on and from the date specified in the order or notice;
the company is on the date so specified deemed to have changed its name by the omission from its name of the word Private or the word Sendirian , as the case requires; and
the company must, within a period of 14 days after the date of the order or the notice, lodge with the Registrar —
a statement in lieu of prospectus; and
a declaration in the prescribed form verifying that section 61(2)( b ) has been complied with.
Where the Court is satisfied that a default or alteration referred to in subsection (2) has occurred but that it was accidental or due to inadvertence or to some other sufficient cause or that on other grounds it is just and equitable to grant relief, the Court may, on such terms and conditions as to the Court seem just and expedient, determine that the company has not ceased to be a private company.
A company that, by virtue of a determination made under this section, has become a public company may not convert to a private company without the permission of the Court.
Act 25 of 2021 wef 01/04/2022
If default is made in complying with subsection (3)( c ), 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 $2,000 and also to a default penalty.
Deleted by Act 5 of 2004
Where default is made in relation to a private company in complying with any restriction or limitation of a kind specified in section 18(1) that is included, or deemed to be included, in the constitution of the company, 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.
36/2014
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Rights of holders of classes of shares
If, in the case of a company the share capital of which is divided into different classes of shares, provision is made by the constitution for authorising the variation or abrogation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and pursuant to that provision, the rights attached to any such class of shares are at any time varied or abrogated, the holders of not less in the aggregate than 5% of the total number of issued shares of that class may apply to the Court to have the variation or abrogation cancelled, and, if any such application is made, the variation or abrogation does not have effect until confirmed by the Court.
36/2014
For the purposes of subsection (1), any of the company's issued shares held as treasury shares is to be disregarded.
36/2014
An application is not invalid by reason of the applicants or any of them having consented to or voted in favour of the resolution for the variation or abrogation if the Court is satisfied that any material fact was not disclosed by the company to those applicants before they so consented or voted.
The application must be made within one month after the date on which the consent was given or the resolution was passed or such further time as the Court allows, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they appoint in writing for the purpose.
On the application the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, may, if satisfied having regard to all the circumstances of the case that the variation or abrogation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation or abrogation, as the case may be, and must, if not so satisfied, confirm it and the decision of the Court is final.
The company must, within 14 days after the making of an order by the Court on any such application, lodge a copy of the order with the Registrar and if default is made in complying with this provision 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 $2,000 and also to a default penalty.
The issue by a company of preference shares...
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36/2014
Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) do not apply to —
a company not having a share capital...
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Statutory meeting and statutory report
Every public company that is a limited company and has a share capital must, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the statutory meeting .
The directors must at least 7 days before the day on which the meeting is to be held forward a report to be called the statutory report to every member of the company.
The statutory report must be certified by not less than 2 directors of the company and must state —
the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted;
the total amount of cash received by the company in respect of all the shares allotted and so distinguished;
an abstract of the receipts of the company and of the payments made thereout up to a date within 7 days of the date of the report exhibiting under distinctive headings the receipts from shares and debentures and other sources the payments made thereout and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses;
the names and addresses and descriptions of the directors, trustees for holders of debentures (if any), auditors (if any), chief executive officers (if any) and secretaries of the company; and
the particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification.
36/2014
The statutory report must, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors, if any.
The directors must cause a copy of the statutory report and the auditor's report (if any) to be lodged with the Registrar at least 7 days before the date of the statutory meeting.
The directors must cause a list showing the names and addresses of the members and the number of shares held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to any member during the continuance of the...
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Branch registers
A public company having a share capital may cause to be kept in any place outside Singapore a branch register of members which is deemed to be part of the company's register of members.
36/2014
The public company must lodge with the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such notice must be lodged within 14 days after the opening of the office or of the change or discontinuance, as the case may be.
36/2014
A branch register must be kept in the same manner in which the principal register is by this Act required to be kept.
The public company must transmit to the office at which its principal register is kept a copy of every entry in its branch register as soon as possible after the entry is made, and must cause to be kept at that office duly entered up from time to time a duplicate of its branch register, which is for all purposes of this Act deemed to be part of the principal register.
36/2014
Subject to this section with respect to the duplicate register, the shares registered in a branch register must be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a branch register may during the continuance of that registration be registered in any other register.
A public company may discontinue a branch register and thereupon all entries in that register must be transferred to some other branch register kept by the company in the same place or to the principal register.
36/2014
This section applies to all public companies incorporated in Singapore.
36/2014
If by virtue of the law in force in any other country any corporation incorporated under that law keeps in Singapore a branch register of its members, the Minister may by order declare that the provisions of this Act relating to inspection, place of keeping and rectification of registers of members apply, subject to any modifications specified in the order, to and in relation to any such branch register kept in Singapore as they apply to and in relation to the registers of companies under this Act and thereupon those provisions are to apply accordingly.
If default is made in complying with this section, the public...
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... subsection (6) shall be guilty of an offence.
A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.
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Registration of charges
Subject to this Division, where a charge to which this section applies is created by a company there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the creation of the charge, a statement containing the prescribed particulars of the charge, and if this section is not complied with in relation to the charge the charge is, so far as any security on the company's property or undertaking is thereby conferred, void against the liquidator and any creditor of the company.
36/2014
In connection with the registration of a charge to which this section applies which is created by a company there must be produced to the Registrar, upon the Registrar's request and for the purposes of inspection, at no cost to the Registrar, the instrument (if any) by which the charge is created or evidenced or a certified true copy thereof.
Nothing in subsection (1) affects any contract or obligation for repayment of the money secured by a charge and when a charge becomes void under this section the money secured thereby immediately becomes payable.
This section applies to the following charges that are created on or after :
a charge to secure any issue of debentures;
a charge on uncalled share capital of a company;
a charge on shares of a subsidiary of a company which are owned by the company;
a charge created or evidenced by an instrument which if executed by an individual, would require registration as a bill of sale;
a charge on land wherever situate or any interest therein but not including any charge for any rent or other periodical sum issuing out of land;
a charge on book debts of the company;
a floating charge on the undertaking or property of a company;
a charge on calls made but not paid;
a charge on a ship or aircraft or any share in a ship or aircraft;
a charge on goodwill, on a patent or a licence under a patent, on a trade mark or a licence to use a trademark, or on a copyright or a licence under a copyright or on a registered design or a licence to use a registered design.
36/2014
This section also applies to any charge that —
was a charge to which this section...
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Section 60(1)
Statement in lieu of prospectus
Statement in Lieu of Prospectus Lodged for Registration by
[Insert name of the company]
The issued share capital of the company
$
Shares of $
Divided into
Shares of $
Shares of $
Amount (if any) of above capital which consists of redeemable preference shares
Shares of $
The date on or before which these shares are, or are liable, to be redeemed
Names and descriptions and residential addresses or alternate addresses of directors (as entered in the register of directors kept by the Registrar under section 173(1)( a ) in respect of the company) or proposed directors
If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively
Number and amount of shares and debentures issued within the 2 years preceding the date of this statement or proposed or agreed to be issued as fully or partly paid up otherwise than in cash
1.
2.
3.
shares of $ fully paid
shares upon which $ per share credited as paid
debentures $
The consideration for the issue or intended issue of those shares and debentures
4.
Consideration:
Number, description, and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from a person to whom they have been allotted or agreed to be allotted with a view to the firstmentioned person offering them for sale
1.
shares of $ and debentures of $
Period during which option is exercisable
2.
Until
Price to be paid for shares or debentures subscribed for or acquired under option
3.
$
Consideration for option or right to option
4.
Consideration:
Persons to whom option or right to option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures
5.
Names and addresses:
Names and addresses of vendors of property purchased or acquired, or proposed to be purchased or acquired by the company except where the contract for the purchase or acquisition was entered...
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... the Registrar a notice in the prescribed form.
36/2014
With respect to any share referred to in subsection (4B) or (6C) —
where the holding company has shares of only...
...; where the share capital of the holding company is divided into shares of different classes, the aggregate number of the shares of any class held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, must not at any... |
... or disposal as if it were moneys paid to the Official Receiver under section 197 of the Insolvency, Restructuring and Dissolution Act 2018.
36/2014; 40/2018
In this section —
arrangement includes a reorganisation of the share capital of a company by the...
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