Companies (Amendment) Act 2002 - Singapore Statutes Online

REPUBLIC OF SINGAPORE

GOVERNMENT GAZETTE

ACTS SUPPLEMENT

Published by Authority

NO. 10]

Friday, July 26

[2002

The following Act was passed by Parliament on 8th July 2002 and assented to by the President on 17th July 2002:—

Companies (Amendment) Act 2002

(No. 12 of 2002)

I assent.

S R NATHAN,

President.

17th July 2002.

Date of Commencement: 15th August 2002 (for Sections 2(a) and (36)

Date of Commencement: 1st January 2003 (for Sections 37 to 41, 55(b) and (c) and 61)

Date of Commencement: 13th January 2003 (for Sections 2(b), 3 to 35, 42 to 54, 55(a), 56 to 60, 62, 63 and 64

An Act to amend the Companies Act (Chapter 50 of the 1994 Revised Edition) and to make consequential amendments to certain other Acts.

Be it enacted by the President with the advice and consent of the Parliament of Singapore, as follows:

Short title and commencement

1. This Act may be cited as the Companies (Amendment) Act 2002 and shall come into operation on such date as the Minister may, by notification in the Gazette, appoint.

Amendment of section 4

2. Section 4(1) of the Companies Act is amended —

(a)

by inserting, immediately after the definition of “accounting records”, the following definition:

“ “Accounting Standards” means the Accounting Standards prescribed under section 200A(1)(a);”; and

(b)

by inserting, immediately after the definition of “prescribed”, the following definition:

“ “prescribed person” means a person, or a person within a class of persons, prescribed by the Minister;”.

Amendment of section 8

3. Section 8(7) of the Companies Act is amended by deleting the words “and form”.

Amendment of section 12

4. Section 12 of the Companies Act is amended by inserting, immediately after subsection (2A), the following subsection:

“(2B) Notwithstanding the cancellation of any notification referred to in subsection (2A) in respect of a company, subsection (2) shall not apply to any document or certificate relating to that company that is filed or lodged with the Registrar, or issued under the Act, before the date of such cancellation, whether or not that company remains an exempt private company wholly owned by the Government, and whether or not it has been wound up.”.

Amendment of section 12A

5. Section 12A of the Companies Act is amended —

(a)

by deleting the words “, whether before or after 15th May 1987, for the use of subscribers, whereby documents required under this Act may be filed electronically with the Registry” in the 2nd, 3rd and 4th lines of subsection (1) and substituting the words “whereby documents under this Act may be filed or lodged with or submitted to the Registrar electronically”;

(b)

by inserting, immediately after subsection (1), the following subsections:

“(1A) The Minister may by regulations permit or require any document —

(a)	to be filed or lodged with or submitted to the Registrar under this Act; or
(b)	to be issued by the Registrar under this Act,

to be filed, lodged, submitted or issued using the service referred to in subsection (1).

(1B) The regulations under subsection (1A) may —

(a)	permit or require such document to be lodged, filed or submitted by a prescribed person on behalf of the person concerned under specified circumstances; and
(b)	contain such transitional and other supplementary and incidental provisions as appear to the Minister to be appropriate.”;

(c)

by deleting the words “with the Registry of Companies” in the 2nd line of subsection (2) and substituting the words “or lodged with or submitted to the Registrar”; and

(d)

by deleting subsection (3) and substituting the following subsections:

“(3) Any information supplied by the Registrar that is certified by the Registrar under his hand and seal to be a true extract from any document filed or lodged with or submitted to the Registrar using the service referred to in subsection (1) shall in any proceedings be admissible in evidence and be presumed, unless evidence to the contrary is adduced, to be a true extract from such document.

(4) Subsections (2) and (3) have effect notwithstanding the provisions of any other written law.

(5) In this section, “document” means any application, form, report, certification, notice, confirmation, declaration or other document to be filed or lodged with or submitted to the Registrar or, as the case may be, any certificate, notice or other document to be issued by the Registrar.”.

Amendment of section 12B

6. Section 12B(2) of the Companies Act is amended —

(a)	by deleting the word “shall” in the 2nd line and substituting the word “may”; and
(b)	by deleting the words “a copy of the Court application and the affidavits in support thereof” in the penultimate and last lines and substituting the words “and a copy of the Court application”.

Amendment of section 17

7. Section 17 of the Companies Act is amended —

(a)

by deleting the words “certificate of incorporation” in the 2nd line of subsection (8) and substituting the words “notice of incorporation”; and

(b)

by inserting, immediately after subsection (8), the following subsection:

“(9) Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate of confirmation of incorporation under his hand and seal.”.

Amendment of section 19

8. Section 19 of the Companies Act is amended —

(a)

by deleting subsections (1), (2) and (3) and substituting the following subsections:

“(1) A person desiring the incorporation of a company shall —

(a)	submit to the Registrar the memorandum and articles of the proposed company and such other documents as may be prescribed;
(b)	furnish the Registrar with such information as may be prescribed; and
(c)	pay the Registrar the prescribed fee.

(2) Either —

(a)	an advocate and solicitor, accountant or prescribed person, engaged in the formation of the proposed company; or
(b)	a person named in the articles as a director or the secretary of the proposed company,

shall make a declaration to the Registrar that —

(i)	all of the requirements of this Act relating to the formation of the company have been complied with; and
(ii)	he has verified the identities of the subscribers to the memorandum, and of the persons named in the memorandum or articles as officers of the proposed company,

and the Registrar may accept such declaration as sufficient evidence of those matters.

(3) Upon receipt of the documents, information and payment referred to in subsection (1) and declaration referred to in subsection (2), the Registrar shall, subject to this Act, register the company by registering its memorandum and articles.”;

(b)

by deleting the words “certify under his hand and seal that the company is on and from the date specified in the certificate incorporated” in the 2nd and 3rd lines of subsection (4) and substituting the words “issue in the prescribed manner a notice of incorporation in the prescribed form stating that the company is, on and from the date specified in the notice, incorporated”;

(c)

by deleting the words “certificate of incorporation” in the 2nd line of subsection (5) and substituting the words “notice issued under subsection (4)”; and

(d)

by deleting subsection (7) and substituting the following subsection:

“(7) Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate of confirmation of incorporation under his hand and seal.”.

Amendment of section 22

9. Section 22 of the Companies Act is amended —

(a)

by deleting the words “printed and divided into numbered paragraphs and” in the 2nd line of subsection (1);

(b)

by deleting subsection (2) and substituting the following subsection:

“(2) Each subscriber to the memorandum shall, if the company is to have a share capital, make a declaration to the Registrar, either by himself or through a prescribed person authorised by him, as to the number of shares (not being less than one) that he agrees to take.”; and

(c)

by inserting, immediately after subsection (3), the following subsection:

“(4) A copy of the memorandum, 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, shall be kept at the registered office of the company.”.

Amendment of section 23

10. Section 23 of the Companies Act is amended —

(a)

by deleting the word “licence” in the 4th line of subsection (1)(c) and in the 5th line of subsection (2) and substituting in each case the word “approval”;

(b)

by deleting the words “in writing” in the penultimate line of subsection (1)(c);

(c)

by deleting the words “by licence” in the 6th line of subsection (2);

(d)

by deleting subsection (3) and substituting the following subsection:

“(3) Notice of a decision of the Minister under subsection (2) shall be given by the Registrar on behalf of the Minister to the company.”;

(e)

by deleting the words “this section” in subsection (4) and substituting the words “subsection (2)”; and

(f)

by inserting, immediately after subsection (4), the following subsection:

“(5) Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate confirming the decision under subsection (2).”.

Amendment of section 26

11. Section 26 of the Companies Act is amended —

(a)

by deleting the word “certify” in subsection (3) and substituting the words “issue to the company a notice of”;

(b)

by deleting subsection (4);

(c)

by deleting the words “certificate of incorporation” in subsection (6) and substituting the words “notice of incorporation”; and

(d)

by inserting, immediately after subsection (6), the following subsection:

“(7) Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation in accordance with the alteration made to the memorandum.”.

Amendment of section 27

12. Section 27 of the Companies Act is amended —

(a)

by inserting, at the end of subsection (1)(b), the word “or”;

(b)

by deleting paragraph (c) of subsection (1);

(c)

by deleting subsection (2) and substituting the following subsections:

“(2) Notwithstanding anything in this section and section 28 (other than section 28(4)), where the Registrar is satisfied that the company has been registered (whether through inadvertence or otherwise) by a name which —

(a)	is a name referred to in subsection (1)(a), (b) or (d); or
(b)	so nearly resembles the name of another company or corporation or a business name as to be likely to be mistaken for it,

the Registrar may direct the first-mentioned company to change its name, and the company shall comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.

(2A) Any person may apply, in writing, to the Registrar to give a direction to a company under subsection (2) on a ground referred to in that subsection; but the Registrar shall not consider any application to give a direction to a company on the ground referred to in subsection (2)(b) unless the Registrar receives the application within 12 months from the date of incorporation of the company.

(2B) If the company fails to comply with subsection (2), the company and its officers 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.

(2C) The Registrar may, if he is satisfied that the company to which the direction under subsection (2) was given had applied for registration under that name in bad faith, require the company to pay the Registrar such fees as may be prescribed by the Minister, and such fees shall be recoverable as a debt due to the Government.

(2D) The Registrar may, by publication in the Gazette, make such rules as he considers appropriate for the purposes of determining the matters referred to in subsections (1) and (2).”;

(d)

by deleting the words “subsection (1)” in subsection (3) and substituting the words “this section and section 28”;

(e)

by inserting, immediately after the words “subsection (2)” in subsection (5), the words “or (2C)”;

(f)

by deleting the word “A” in subsection (7) and substituting the words “Subject to section 29, a”;

(g)

by deleting the words “section 19(1)” in the 1st and 2nd lines of subsection (11) and substituting the words “section 19(3)”; and

(h)

by deleting the words “or under any other name that, in the opinion of the Registrar, so closely resembles the reserved name as to be likely to be mistaken for that name” in the 5th, penultimate and last lines of subsection (14).

Amendment of section 28

13. Section 28 of the Companies Act is amended —

(a)

by deleting subsections (2) and (3) and substituting the following subsections:

“(2) If the Registrar approves the name which the company has resolved should be its new name, he shall register the company under the new name and issue to the company a notice of incorporation of the company under the new name and, upon the issue of such notice, the change of name shall become effective.

(3) If the name of a company is, whether through inadvertence or otherwise or whether originally or by a change of name —

(a)	a name by which the company could not be registered without contravention of section 27(1); or
(b)	a name that so nearly resembles the name of another company or corporation or a business name as to be likely to be mistaken for it,

the company may by special resolution change its name to a name that is not a name referred to in paragraph (a) or (b) and, if the Registrar so directs, shall so change it within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.

(3A) Any person may apply in writing to the Registrar to give a direction to a company under subsection (3) on a ground referred to in that subsection; but the Registrar shall not consider any application to give a direction to a company on the ground referred to in subsection (3)(b) unless the Registrar receives the application within 12 months from the date of change of name of the company.

(3B) If the company fails to comply with subsection (3), the company and its officers 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.

(3C) Subsections (2C) and (5) of section 27 shall, with the necessary modifications, apply in relation to a company directed under subsection (3) to change its name as they apply in relation to a company directed under section 27(2) to change its name.”; and

(b)

by deleting subsection (5) and substituting the following subsection:

“(5) Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company under the new name.”.

Amendment of section 29

14. Section 29 of the Companies Act is amended —

(a)

by deleting the words “by licence direct” in the 13th and 14th lines of subsection (1) and substituting the word “approve”;

(b)

by deleting the words “by licence authorise” in the 14th line of subsection (2) and substituting the words “grant his approval to”;

(c)

by deleting the words “A licence under this section may be issued” in the 1st line of subsection (3) and substituting the words “The Minister may grant his approval”;

(d)

by deleting the words “a licence granted by the Minister under this or under any corresponding previous enactment” in the 1st, 2nd and 3rd lines of subsection (5) and substituting the words “an approval granted under this section to it”;

(e)

by deleting the words “A licence under this section or under any corresponding previous written law” in the 1st and 2nd lines of subsection (6) and substituting the words “Any approval granted under this section”;

(f)

by deleting the words “the licence” and “a licence” in the 7th line of subsection (6) and substituting in each case the words “the approval”;

(g)

by deleting the words “a licence under this section or under any corresponding previous written law” in the 1st and 2nd lines of subsection (7) and substituting the words “the approval of the Minister under this section”;

(h)

by deleting the words “a licence” in the penultimate line of subsection (7) and substituting the words “such approval”; and

(i)

by inserting, immediately after subsection (7), the following subsections:

“(8) Notice of any approval under this section shall be given by the Registrar on behalf of the Minister to the company or proposed limited company.

(9) Upon the application of the company or proposed limited company and payment of the prescribed fee, the Registrar shall issue to the company or proposed limited company a certificate confirming the approval under this section.”.

Amendment of section 30

15. Section 30 of the Companies Act is amended —

(a)

by deleting the words “in writing” in the 1st line of subsection (2);

(b)

by deleting the words “certificate of incorporation” in the 7th and 8th lines, in the 11th and in the 14th lines of subsection (2) and in subsection (6) and substituting in each case the words “notice of incorporation”;

(c)

by deleting the word “certificate” in the 12th line of subsection (2) and substituting the word “notice”;

(d)

by inserting, immediately after subsection (3), the following subsection:

“(3A) Upon the application of the company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company with the new status.”;

(e)

by deleting the words “statutory declaration by a director or secretary of the company” in the 1st and 2nd lines of subsection (4)(c)(ii) and substituting the words “declaration by or on behalf of a director or the secretary of the company, or a prescribed person authorised by the company,”; and

(f)

by deleting the words “or the secretary” in the 8th line of subsection (4)(c)(ii) and substituting the words “, secretary or prescribed person”.

Amendment of section 31

16. Section 31 of the Companies Act is amended —

(a)

by deleting the words “statutory declaration” in subsection (2)(c) and substituting the word “declaration”;

(b)

by deleting the words “certificate of incorporation of the company” in subsection (3) and substituting the words “notice of incorporation”;

(c)

by inserting, immediately after subsection (3), the following subsection:

“(3A) The company shall, within one month of the issue of the notice of incorporation referred to in subsection (3), lodge with the Registrar in the prescribed form a list of persons holding shares in the company.”; and

(d)

by inserting, immediately after subsection (4), the following subsection:

“(5) Upon the application of the company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company with the new status.”.

Amendment of section 32

17. Section 32(3) of the Companies Act is amended by deleting the words “statutory declaration” in paragraph (c)(ii) and substituting the word “declaration”.

Amendment of section 35

18. Section 35 of the Companies Act is amended —

(a)

by deleting subsection (2) and substituting the following subsection:

“(2) Articles shall comply with such requirements as may be prescribed.”; and

(b)

by deleting subsection (5) and substituting the following subsection:

“(5) Where a company to which subsection (4) applies changes the number of its members so that it is different from the registered number, the company shall, within 14 days after the date on which the change was resolved or took place, lodge with the Registrar notice of the change in the prescribed form.”.

Amendment of section 61

19. Section 61 of the Companies Act is amended —

(a)

by deleting sub-paragraph (iii) of subsection (1)(b) and substituting the following sub-paragraph:

“(iii)

there has been lodged with the Registrar a declaration in the prescribed form by —

(A)	the secretary or one of the directors of the company; or
(B)	an advocate and solicitor, accountant or prescribed person, authorised by the company,

verifying that sub-paragraphs (i) and (ii) have been complied with.”;

(b)

by deleting paragraph (c) of subsection (2) and substituting the following paragraph:

“(c)

there has been lodged with the Registrar a declaration in the prescribed form by —

(i)	the secretary or one of the directors of the company; or
(ii)	an advocate and solicitor, accountant or prescribed person, authorised by the company,

verifying that paragraph (b) has been complied with.”;

(c)

by deleting subsection (3) and substituting the following subsection:

“(3) The Registrar shall, on the lodgment of the declaration under subsection (1)(b)(iii) or (2)(c), as the case may be, issue a notice in the prescribed form that the company is entitled to commence business and to exercise its borrowing powers; and that notice shall be conclusive evidence of the matters stated in it.”; and

(d)

by inserting, immediately after subsection (6), the following subsection:

“(7) Upon the application of a company which has received a notice under subsection (3) and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming that the company is entitled to commence business and to exercise its borrowing powers, and that certificate shall be conclusive evidence of the matters stated in it.”.

Amendment of section 63

20. Section 63 of the Companies Act is amended —

(a)

by deleting the words “or any of its shares are deemed to have been allotted under subsection (7)” in the 2nd and 3rd lines of subsection (1) and substituting the words “, other than a deemed allotment,”;

(b)

by deleting the words “one month” in the 3rd line of subsection (1) and substituting the words “14 days”;

(c)

by deleting paragraph (d) of subsection (1) and substituting the following paragraph:

“(d)

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 —

(i)	each of its members; or
(ii)	if it has more than 50 members as a result of the allotment, each of the 50 members who, following the allotment, hold the most number of shares in the company.”;

(d)

by inserting, immediately after subsection (1), the following subsection:

“(1A) A return of allotments referred to in subsection (1) by a company the shares of which are listed on a stock exchange in Singapore need not state the particulars referred to in subsection (1)(d).”;

(e)

by deleting subsection (3);

(f)

by deleting the words “or deemed to have been allotted” in the 1st and 2nd lines of subsection (4);

(g)

by deleting the words “or are deemed to have been allotted” in the 1st and 2nd lines of subsection (6); and

(h)

by deleting subsection (7) and substituting the following subsection:

“(7) In this section, “deemed allotment” means an issue of shares without formal allotment to subscribers to the memorandum.”.

Amendment of section 71

21. Section 71 of the Companies Act is amended by inserting, immediately after subsection (1), the following subsection:

“(1A) The company may lodge with the Registrar notice of any alteration referred to in subsection (1)(b), (c), (d) or (e) in the prescribed form.”.

Amendment of section 73

22. Section 73 of the Companies Act is amended by deleting the words “The certificate of the Registrar” in the 1st line of subsection (7) and substituting the words “A notice of the Registrar confirming lodgment of the order under subsection (6)”.

New section 128A

23. The Companies Act is amended by inserting, immediately after section 128, the following section:

“Notice of transfer of shares

128A.—(1) Where there has been a transfer of shares, a company may lodge with the Registrar notice of that transfer of shares in the prescribed form.

(2) The notice must state —

(a)	every other transfer of shares effected prior to the date of the notice, other than a transfer that has been previously notified to the Registrar; or
(b)	if it has more than 50 members after the transfer, the prescribed information in relation to the shares held by each of the 50 members who hold the most number of shares in the company after the transfer.”.

Amendment of section 131

24. Section 131 of the Companies Act is amended —

(a)	by deleting the words “of the prescribed particulars and an affidavit verifying the execution of the charge and also verifying the correctness of the statement” in the 4th to 7th lines of subsection (1) and substituting the words “containing the prescribed particulars of the charge”;
(b)	by inserting, immediately after the word “Registrar” in the 3rd line of subsection (1A), the words “, upon the Registrar’s request and”;
(c)	by inserting, immediately after the word “inspection” in the penultimate line of subsection (1A), the words “, at no cost to the Registrar,”;
(d)	by deleting the words “of the prescribed particulars accompanied by the verifying affidavit” in the 2nd and 3rd lines of subsection (4) and substituting the words “containing the prescribed particulars of the charge”;
(e)	by deleting the comma at the end of subsection (5)(d) and substituting a full-stop; and
(f)	by deleting the words “together with the verifying affidavit.” in the last line of subsection (5).

Amendment of section 133

25. Section 133(1) of the Companies Act is amended by deleting the words “and the verifying affidavit” in the 16th line.

Amendment of section 134

26. Section 134 of the Companies Act is amended —

(a)

by deleting the words “certificate of every registration of a charge and the certificate” in subsection (2) and substituting the words “notice to the company concerned of the registration of a charge and the notice”; and

(b)

by inserting, immediately after subsection (2), the following subsection:

“(3) Upon the application of the company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the registration of the charge and the certificate shall be conclusive evidence that the requirements as to registration have been complied with.”.

Amendment of section 135

27. Section 135(1) of the Companies Act is amended by deleting the words “certificate of registration” in paragraph (a) and substituting the words “notice of registration”.

Amendment of section 136

28. Section 136 of the Companies Act is amended —

(a)	by deleting the words “memorandum of satisfaction” in the 10th line of subsection (1) and substituting the words “statement of satisfaction”;
(b)	by deleting the word “memorandum” in the last line of subsection (1) and substituting the word “statement”;
(c)	by deleting the word “memorandum” in the 1st line of subsection (2) and substituting the word “statement”; and
(d)	by deleting the words “that statement” in the penultimate line of subsection (2) and substituting the words “the second-mentioned statement”.

Amendment of section 137

29. Section 137 of the Companies Act is amended by deleting the words “memorandum of satisfaction” in the 5th line and substituting the words “statement of satisfaction”.

Amendment of section 145

30. Section 145 of the Companies Act is amended —

(a)	by deleting subsection (3); and
(b)	by inserting, immediately after “149,” in the 5th line of subsection (6), “149A,”.

Amendment of section 146

31. Section 146 of the Companies Act is amended —

(a)

by deleting subsection (1) and substituting the following subsections:

“(1) A person shall not be named as a director or proposed director in —

(a)	any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or
(b)	the register of directors, managers and secretaries of a company,

unless, before —

(i)	the incorporation of the company; or
(ii)	the filing of any return in the prescribed form containing the particulars required to be specified in the register of directors, managers and secretaries,

as the case may be, the person has complied with the conditions set out in subsection (1A).

(1A) The conditions to be complied with by a person referred to in subsection (1) are the following:

(a)

he has, by himself or through an advocate and solicitor, accountant or a prescribed person authorised by him, filed with the Registrar —

(i)	a declaration that he has consented to act as a director; and
(ii)	a statement in the prescribed form that he is not disqualified from acting as a director under this Act; and

(b)

he has, by himself or through an advocate and solicitor, accountant or a prescribed person authorised by him —

(i)

filed with the Registrar a declaration that he has agreed to take a number of shares of the company that is not less than his qualification, if any;

(ii)

filed with the Registrar an undertaking that he will take from the company and pay for his qualification shares, if any;

(iii)

filed with the Registrar a declaration that a specified number of shares, not less than his qualification, if any, has been registered in his name; or

(iv)

in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations, filed with the Registrar a declaration that —

(A)	he was a shareholder in that other corporation or in one or more of the corporations of that group; and
(B)	as a shareholder he will be entitled to receive and have registered in his name a number of shares not less than his qualification, by virtue of the terms of an agreement relating to the reconstruction.”; and

(b)

by deleting the words “signed and lodged an undertaking” in subsection (2) and substituting the words “undertaken to the Registrar under subsection (1A)(b)(ii)”.

Amendment of section 171

32. Section 171 of the Companies Act is amended by deleting subsection (1B) and substituting the following subsection:

“(1B) Any person who is appointed by the directors of a company as a secretary by virtue of his qualification under subsection (1A) shall, at the time of his appointment, by himself or through an advocate and solicitor, accountant or a prescribed person authorised by him, file with the Registrar a declaration in the prescribed form that he consents to act as secretary and providing the prescribed particulars.”.

Amendment of section 173

33. Section 173 of the Companies Act is amended —

(a)

by deleting subsection (2) and substituting the following subsection:

“(2) The register shall —

(a)	contain, with respect to each director, a signed copy of his consent to act as director under this Act together with a prescribed statement that he is not disqualified to act as a director;
(b)	specify his present full name, any former name, his usual residential address, his nationality and his business occupation (if any) and identification (if any); and
(c)	contain documentary evidence (if any) of any change in his name.”;

(b)

by deleting the words “and other occupation, if any” in subsection (4);

(c)

by inserting, immediately after subsection (4), the following subsection:

“(4A) The register shall contain a signed copy of the consent of the secretary of the company to act as the secretary.”;

(d)

by inserting, immediately after the words “inspection of” in subsection (5), the words “the Registrar and”;

(e)

by deleting paragraphs (a) and (b) of subsection (6) and substituting the following paragraph:

“(a)

within one month after —

(i)	a person becomes, or ceases to be, a director of the company; or
(ii)	a person who is a director of the company becomes disqualified from acting as such by virtue of this Act or any other written law,

a return in the prescribed form notifying the Registrar of that fact and containing, with respect to that person, the particulars required to be specified in the register;”;

(f)

by deleting the words “, address and other occupation, if any,” in the penultimate line of subsection (6)(c) and substituting the words “and address”;

(g)

by inserting, immediately before the word “identification” in the 1st and 2nd lines and in the penultimate line of subsection (6)(f), the word “name,”;

(h)

by inserting, immediately after subsection (6), the following subsections:

“(6A) Any director of a company who becomes disqualified from acting as such by virtue of section 148 or 155 or who resigns from office may himself lodge with the Registrar the return referred to in subsection (6)(a) if he has reasonable cause to believe that the company will not lodge the return with the Registrar.

(6B) Where the Registrar has reasonable cause to believe that a director of a company is no longer qualified to act as such by virtue of section 148 or 155, he may, either upon lodgment of a return referred to in subsection (6)(a) or on his own initiative, remove the name and other particulars of the director from any register kept by the Registrar under section 12.”; and

(i)

by inserting, immediately after the words “ceased to be” in the penultimate line of subsection (8), the words “or becomes disqualified to act as”.

Amendment of section 197

34. Section 197 of the Companies Act is amended —

(a)

by deleting subsections (1) and (2) and substituting the following subsections:

“(1) Every company having a share capital shall lodge a return with the Registrar containing the particulars referred to in the Eighth Schedule and accompanied by such copies of documents as may be prescribed.

(2) The return under subsection (1) shall be in accordance with the prescribed form or as near thereto as the circumstances admit.”;

(b)

by deleting the words “signed by a director or by the manager or secretary of the company” in the 1st and 2nd lines of subsection (4); and

(c)

by deleting subsections (5) and (6) and substituting the following subsection:

“(5) A company not having a share capital shall, within one month after each annual general meeting of the company, lodge with the Registrar a return which shall be in accordance with the prescribed form or as near thereto as the circumstances admit.”.

Repeal of section 198

35. Section 198 of the Companies Act is repealed.

New section 200A

36. The Companies Act is amended by inserting, immediately after section 200, the following section:

“Accounting Standards

200A.—(1) There shall be established a body (referred to in this section as the Accounting Standards Committee) which shall be responsible for —

(a)	prescribing by way of regulations and with the Minister’s approval, statements of standard accounting practice applicable to companies to be referred to as the Accounting Standards; and
(b)	carrying out such duties as the Minister may prescribe from time to time.

(2) The Accounting Standards Committee shall consist of such persons as the Minister may appoint and may be known by such other name as the Minister may determine.

(3) The Accounting Standards Committee may from time to time issue practice directions on the interpretation of the Accounting Standards and on matters relating to them and their use in Singapore.

(4) Regulations made under this section may contain such transitional and other supplementary and incidental provisions as appear to the Accounting Standards Committee to be appropriate.

(5) The Minister may, from time to time, give such directions to the Accounting Standards Committee as he considers fit on any matter within the purview of the Committee, and the Committee shall comply with such direction.”.

Amendment of section 201

37. Section 201 of the Companies Act is amended —

(a)

by deleting the word “The” in the 1st line of subsections (1A) and (3) and substituting in each case the words “Subject to subsections (14) to (14C), the”;

(b)

by inserting, immediately after the word “shall” in the 2nd line of subsection (1A), the words “comply with the requirements of the Accounting Standards, and”;

(c)

by inserting, immediately after the word “that” in the 5th line of subsection (3), the words “complies with the requirements of the Accounting Standards, and”;

(d)

by deleting subsections (3A) and (3B) and substituting the following subsections:

“(3A) Subject to subsections (14) to (14C), the directors of a company that is a holding company at the end of its financial year need not comply with subsections (1) and (3) but must cause to be made out and laid before the company at its annual general meeting —

(a)

consolidated accounts dealing with the profit or loss and the state of affairs of the company and its subsidiaries for the period beginning from the date the preceding accounts were made up to (or, in the case of first accounts, since the incorporation of the company) and ending on a date —

(i)	in a case where the holding company is a public company listed or quoted on a stock exchange in Singapore, not more than 5 months before the date of the meeting; or
(ii)	in any other case, not more than 6 months before the date of the meeting; and

(b)

a balance-sheet dealing with the state of affairs of the holding company at the end of its financial year,

each of which complies with the requirements of the Accounting Standards and gives a true and fair view of the matters referred to in paragraph (a) or (b), as the case may be, so far as it concerns members of the holding company.

(3B) Subsections (1B) and (2) shall, with the necessary modifications, apply to the periods referred to in subsection (3A)(a)(i) and (ii) as they apply to the periods referred to in subsection (1)(a) and (b).

(3BA) Subsection (3A) does not apply to a company which at the end of its financial year is a wholly owned subsidiary of another corporation incorporated in Singapore and, for the avoidance of doubt, subsections (1) and (3) shall apply to that company.”;

(e)

by deleting the words “subsections (1) and (3)” in the 2nd and 3rd lines of subsection (3C) and substituting the words “subsections (1), (3) and (3A)(b)”;

(f)

by deleting the words “(other than a holding company for which consolidated accounts are required)” in the 1st and 2nd lines of subsection (5);

(g)

by inserting, immediately after the words “subsection (3)” in the 4th line of subsection (5), the words “or (3A)(b)”;

(h)

by deleting paragraphs (b) to (e) and (h) to (q) of subsection (6);

(i)

by inserting, at the end of subsection (6)(f), the word “and”;

(j)

by deleting the semi-colon at the end of subsection (6)(g) and substituting a full-stop;

(k)

by deleting paragraphs (b) to (f) and (i) to (r) of subsection (6A);

(l)

by inserting, at the end of subsection (6A)(g), the word “and”;

(m)

by deleting the semi-colon at the end of subsection (6A)(h) and substituting a full-stop;

(n)

by deleting subsection (7);

(o)

by deleting the words “Ninth Schedule” in the 8th line of subsection (8) and substituting the words “Accounting Standards”;

(p)

by deleting subsection (14) and substituting the following subsections:

“(14) The accounts or consolidated accounts of a company need not comply with any requirement of the Accounting Standards for the purposes of subsection (1), (3) or (3A), if the company has obtained the approval of the Registrar to such non-compliance.

(14A) Where accounts or consolidated accounts prepared in accordance with any requirement of the Accounting Standards for the purposes of subsection (1), (3) or (3A) would not give a true and fair view of any matter required by this section to be dealt with in the accounts or consolidated accounts, the accounts or consolidated accounts need not comply with that requirement to the extent that this is necessary for them to give a true and fair view of the matter.

(14B) In the event of any non-compliance with a requirement of the Accounting Standards referred to in subsection (14A), there shall be included in the accounts or consolidated accounts, as the case may be —

(a)	a statement by the auditor of the company that he agrees that such non-compliance is necessary for the accounts or consolidated accounts, as the case may be, to give a true and fair view of the matter concerned;
(b)	particulars of the departure, the reason therefor and its effect, if any; and
(c)	such further information and explanations as will give a true and fair view of that matter.

(14C) The Minister may, by order published in the Gazette, in respect of companies of a specified class or description, substitute other accounting standards for the Accounting Standards, and the provisions of this section and sections 207 and 209A shall apply accordingly in respect of such companies.”;

(q)

by deleting the words “and profit and loss account” in the 4th and 5th lines of subsection (15); and

(r)

by deleting subsection (18) and substituting the following subsection:

“(18) To the extent that any company registered under the Insurance Act (Cap. 142) is required to prepare balance-sheets, revenue accounts and profit and loss accounts in the form prescribed by that Act, the company shall be deemed to have complied with the requirements of this section (other than subsections (1) to (3C)) if its —

(a)	balance-sheet; and
(b)	profit and loss account or (if it is a holding company) consolidated accounts,

are prepared in accordance with that Act.”.

Amendment of section 202

38. Section 202 of the Companies Act is amended by inserting, immediately after the words “consolidated accounts” in the 4th line of subsection (1) and in the 5th and 6th lines of subsection (2), the words “(other than a requirement of the Accounting Standards)”.

Amendment of section 203

39. Section 203 of the Companies Act is amended —

(a)	by deleting the words “and if it is a holding company, consolidated accounts” in the 2nd and 3rd lines of subsection (1) and substituting the words “or, if it is a holding company, a copy of the consolidated accounts and balance-sheet”;
(b)	by deleting the words “or consolidated accounts” in the 3rd line of subsection (2) and substituting the words “, or consolidated accounts and balance-sheet”; and
(c)	by deleting the words “and consolidated accounts (if any)” in the 8th line of subsection (2) and substituting the words “, or a copy of the consolidated accounts and balance-sheet, as the case may be”.

Amendment of section 207

40. Section 207 of the Companies Act is amended —

(a)

by deleting the words “properly drawn up” in the 4th line of subsection (2)(a);

(b)

by deleting sub-paragraph (i) of subsection (2)(a) and substituting the following sub-paragraph:

“(i)	in compliance with the requirements of the Accounting Standards and give a true and fair view of the matters required by section 201 to be dealt with in the accounts and, as the case may be, the consolidated accounts; and”;

(c)

by inserting, immediately after paragraph (a) of subsection (2), the following paragraph:

“(aa)

if the accounts or consolidated accounts do not comply with any requirement of the Accounting Standards and the approval of the Registrar under section 201(14) to such non-compliance has not been obtained, whether such non-compliance is, in the opinion of the auditor, necessary for the accounts or consolidated accounts to give a true and fair view of any matter required by section 201 to be dealt with in them;”;

(d)

by deleting the words “and the registers” in the 1st and 2nd lines of subsection (2)(b);

(e)

by deleting the words “(b) or (c)” in subsection (2)(e) and substituting the words “(aa), (b) or (c)”; and

(f)

by deleting the word “including” in subsection (3)(b) and substituting the word “excluding”.

Amendment of section 209A

41. Section 209A of the Companies Act is amended —

(a)	by deleting the words “and the Ninth Schedule” in the 1st line; and
(b)	by deleting the words “Ninth Schedule” in paragraph (b) of the definition of “consolidated accounts” and substituting the words “Accounting Standards”.

Amendment of section 262

42. Section 262(2) of the Companies Act is amended by deleting paragraph (a) and substituting the following paragraph:

“(a)	lodge an office copy of the order with the Official Receiver and a copy of the order with the Registrar;”.

Amendment of section 276

43. Section 276(6) of the Companies Act is amended —

(a)	by inserting, immediately before the words “an office copy of the order” in the 5th line, the words “a copy of the order and”; and
(b)	by inserting, immediately after the words “Official Receiver,” in the 7th line, the word “respectively,”.

Amendment of section 279

44. Section 279 of the Companies Act is amended by deleting subsection (3) and substituting the following subsection:

“(3) A copy of an order made under this section and an office copy of such an order shall be lodged by the company with the Registrar and the Official Receiver, respectively, within 14 days after the making of the order.”.

Amendment of section 291

45. Section 291 of the Companies Act is amended —

(a)	by deleting the words “Registrar and with the Official Receiver” in the 3rd line of subsection (1) and substituting the words “Official Receiver and have lodged a declaration in the prescribed form with the Registrar”; and
(b)	by deleting the word “Registrar” in the 3rd line of subsection (4) and substituting the words “Official Receiver”.

Amendment of section 293

46. Section 293(1) of the Companies Act is amended by deleting the words “statutory declaration” in the 7th and 8th lines and substituting the word “declaration”.

Amendment of section 308

47. Section 308(7) of the Companies Act is amended by deleting the words “an office copy of the order” in the 4th line and substituting the words “a copy of the order and an office copy of the order, respectively,”.

Amendment of section 317

48. Section 317 of the Companies Act is amended —

(a)

by deleting the words “the Registrar and” in the 6th line of subsection (1); and

(b)

by inserting, immediately after subsection (1), the following subsection:

“(1A) The liquidator referred to in subsection (1) shall also lodge with the Registrar a notice in the prescribed form of the matters referred to in that subsection and, if he fails to do so, he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.”.

Amendment of section 332

49. Section 332(6) of the Companies Act is amended by deleting the words “an office copy thereof being lodged with the Registrar and with the Official Receiver” in the 11th and 12th lines and substituting the words “a copy thereof and an office copy thereof being lodged with the Registrar and the Official Receiver, respectively,”.

Amendment of section 343

50. Section 343(2) of the Companies Act is amended by deleting the words “an office copy of the order” in the 4th line and substituting the words “a copy of the order and an office copy of the order, respectively,”.

Amendment of section 368

51. Section 368(1) of the Companies Act is amended —

(a)	by deleting the semi-colon at the end of paragraph (f) and substituting a comma; and
(b)	by deleting paragraph (g).

Amendment of section 370

52. Section 370 of the Companies Act is amended —

(a)	by deleting the words “in writing” in subsection (3) and substituting the words “in the prescribed form”; and
(b)	by deleting the words “and a statutory declaration” in the 2nd and 3rd lines of subsection (6) and substituting the words “or power of attorney”.

Repeal and re-enactment of section 371

53. Section 371 of the Companies Act is repealed and the following section substituted therefor:

“Transitory provisions

371.—(1) On the registration of a foreign company under this Division, the Registrar shall issue a notice in the prescribed form and the notice shall be prima facie evidence in all courts of the particulars mentioned in the notice.

(2) Upon the application of the foreign company that has been duly registered and payment of the prescribed fee, the Registrar shall issue to the foreign company a certificate, under his hand and seal, confirming the particulars mentioned in the notice, and the certificate shall be prima facie evidence in all courts of those particulars.”.

Amendment of section 372

54. Section 372 of the Companies Act is amended by deleting subsection (3) and substituting the following subsection:

“(3) If a foreign company not having a share capital changes the number of its members so that it is different from the registered number, the company shall, within one month after the date on which the change was resolved or took place, lodge with the Registrar notice of the change in the prescribed form.”.

Amendment of section 373

55. Section 373 of the Companies Act is amended —

(a)

by deleting the words “statutory declaration” in the 9th line of subsection (1) and substituting the word “declaration”;

(b)

by deleting the words “Ninth Schedule” in the 9th line of subsection (5) and substituting the words “Accounting Standards”; and

(c)

by inserting, immediately after subsection (9), the following subsection:

“(10) Without prejudice to paragraph (b) of the proviso to subsection (5) and subsection (7), the Minister may, by order published in the Gazette, in respect of foreign companies of a specified class or description, substitute other accounting standards for the Accounting Standards, and the provisions of this section shall apply accordingly in respect of such foreign companies.”.

Repeal of section 374

56. Section 374 of the Companies Act is repealed.

Amendment of section 398

57. Section 398 of the Companies Act is amended by deleting the words “shall be” in the 2nd line and substituting the words “issued under this Act in force before the date of commencement of section 8 of the Companies (Amendment) Act 2002, a notice of incorporation issued by the Registrar under this Act, and a certificate of confirmation of incorporation under the hand and seal of the Registrar issued under this Act, shall each be”.

Amendment of section 401

58. Section 401 of the Companies Act is amended by inserting, immediately after subsection (2), the following subsection:

“(2A) Any person who, for any purpose under this Act —

(a)	lodges or files with or submits to the Registrar any document; or
(b)	authorises another person to lodge or file with or submit to the Registrar any document,

knowing that document to be false or misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.”.

Amendment of section 409

59. Section 409 of the Companies Act is amended by deleting subsection (6) and substituting the following subsection:

“(6) The power of the Registrar referred to in subsection (4) shall only be exercised where the person agrees, either by himself or an agent duly authorised by him, to the offence being dealt with under that subsection.”.

Amendment of Eighth Schedule

60. The Eighth Schedule to the Companies Act is amended —

(a)	by deleting the words “PART I” in the 3rd line; and
(b)	by deleting Part II.

Repeal of Ninth Schedule

61. The Ninth Schedule to the Companies Act is repealed.

Miscellaneous amendments

62. The Companies Act is amended —

(a)

by deleting the words “an office copy” in the following provisions and substituting in each case the words “a copy”:

sections 26(2) (8th line), 32(3)(c)(iii), 33(9) (6th line), 63(6) (penultimate line), 72 (13th line), 73(6), 74(5) (2nd and 3rd lines), 76(14), 210(5) (2nd line), 212(3)(a), 269(3)(a), 344(5) (9th line) and 372(4) (last line);

(b)

by deleting the words “An office copy” in sections 216(5) and 227H(7)(a) and substituting in each case the words “A copy”; and

(c)

by deleting the word “printed” in the following provisions:

sections 26(2) (9th line), 30(4)(a) (1st line) and (b) (5th line), 186(1) (1st line) and 290(2)(a).

Consequential amendments to other Acts

63. The following Acts are amended by deleting the words “in accordance with Part II of the Eight Schedule to that Act” appearing in the provisions set out against them, and substituting in each case the words “in accordance with the prescribed form referred to in section 197 (2) of that Act”:

(a)	section 23(2)(b) (penultimate and last lines) of the Architects Act (Cap. 12);
(b)	section 20(1)(b) (6th and penultimate lines) of the Land Surveyors Act (Cap. 156);
(c)	section 23(1)(b) (6th and penultimate lines) of the Professional Engineers Act (Cap. 253).

Transitional provisions

64.—(1) Section 22(2) and (4) of the Companies Act inserted by section 9 of this Act shall not apply to a company incorporated before the date of commencement of section 9 of this Act.

(2) Section 27(2A) of the Companies Act inserted by section 12 of this Act shall apply in relation to a company incorporated at any time before the date of commencement of section 12 of this Act as if the reference in that subsection to the date of incorporation were a reference to the date of commencement of section 12 of this Act.

(3) A reference under section 29 of the Companies Act as amended by section 14 of this Act to an approval of the Minister and to conditions subject to which such approval is granted shall be deemed to include a licence granted under section 29 of the Companies Act in force immediately before the date of the commencement of section 14 of this Act or under any corresponding previous written law, and to the conditions subject to which such a licence was granted, respectively.

(4) A reference to a direction of the Minister under subsection (3) of section 29 of the Companies Act as amended by section 14 of this Act shall be deemed to include a direction of the Minister made under that subsection in force immediately before the date of commencement of section 14 of this Act or under any corresponding previous written law.

(5) The amendments made to section 61 of the Companies Act by section 19 of this Act shall not apply to an allotment of shares by a company at any time before the date of commencement of section 19 of this Act; and section 61 of the Companies Act in force immediately before that date shall continue to apply to that allotment.

(6) A reference in section 137 of the Companies Act as amended by section 29 of this Act to a statement of satisfaction includes a reference to a memorandum of satisfaction referred to in section 136 of the Companies Act in force immediately before the date of commencement of section 28 of this Act.

(7) Section 173(4A) of the Companies Act inserted by section 33 of this Act shall not apply where the secretary of the company concerned is appointed before the date of commencement of section 33 of this Act.

(8) The Minister may by regulations prescribe such other transitional and savings provisions as he considers appropriate.

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