Companies (Amendment) Bill

Bill No. 16/1983

Read the first time on 20th December 1983.
An Act to amend the Companies Act (Chapter 185 of the Revised Edition).
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 1983 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 of the Companies Act is amended —
(a)by deleting the words “or both by shares and guarantee” in the definition of “limited company” in subsection (1);
(b)by inserting, immediately after the word “manner” in the sixth line of subsection (6), the following words:
“but, without prejudice to the generality of the foregoing, where such offering is being made by a person to whom section 39B applies, whose shares or debentures are already dealt in or quoted on a Stock Exchange, the offer or invitation shall be construed as being an offer to the public if that offer or invitation to make an offer is made to persons upon terms that they may renounce the right to any shares or debentures to be obtained thereunder in favour of other persons, to enable the latter to acquire any shares or debentures dealt in or quoted on any Stock Exchange and that the offer or invitation states that an application has been or will be made for permission to deal in those shares or debentures on any Stock Exchange”;
(c)by deleting the words “shall not be deemed” in the seventh line of subsection (6) and substituting the words “shall be deemed not”; and
(d)by inserting, immediately after the word “made” in the first line of paragraph (c) of subsection (6), the words “as a non-renounceable rights issue or bonus issue”.
Amendment of section 7
3.  Section 7 of the Companies Act is amended —
(a)by inserting, immediately after subsection (8), the following subsection:
“(8A)  Where a corporation or any officer produces a book, register or document pursuant to subsection (8), the Registrar or a person so authorised may —
(a)take possession of such book, register or document and may make copies thereof or take extracts therefrom; or
(b)retain possession of such book, register or document for such period as is necessary to inspect the same or to make copies thereof or take extracts therefrom.”; and
(b)by inserting, immediately after subsection (11), the following subsection:
“(12)  The Minister may by notification in the Gazette add to, vary or amend the fees specified in the Second Schedule.”.
Amendment of section 9
4.  Section 9 of the Companies Act is amended by inserting, immediately after the word “auditors” in the second line of paragraph (a) of subsection (5), the words “and lodge a return with the Registrar showing the full names and addresses of all the partners of the firm”.
Amendment of section 11
5.  Section 11 of the Companies Act is amended —
(a)by inserting, immediately after the word “document” in paragraph (a) of subsection (2), the words “, or if there is a microfilm of any such document, that microfilm,”;
(b)by inserting, immediately after the word “document” in the first line of subsection (3), the words “including a copy produced by way of microfilm”; and
(c)by deleting subsection (7) and substituting the following subsection:
“(7)  The Registrar may, if in his opinion it is no longer necessary or desirable to retain them, destroy or give to the Archives and Oral History Department of the Ministry of Culture —
(a)in the case of a corporation, any document (other than the memorandum and articles of association) which has been microfilmed; or
(b)in the case of a corporation that has been dissolved, struck off the register or ceased to be in the register, any document which has been microfilmed.”.
New sections 13A and 13B
6.  The Companies Act is amended by inserting, immediately after section 13, the following sections:
“Size, durability and legibility of documents delivered to the Registrar
13A.—(1)  For purposes of securing that the documents delivered to the Registrar under the provisions of this Act are of a standard size, durable and easily legible, the Minister may by regulations prescribe such requirements (whether as to size, weight, quality or colour of paper, size, type or colour of lettering, or otherwise) as he may consider appropriate; and different requirements may be so prescribed for different documents or classes of documents.
(2)  If under any such provision there is delivered to the Registrar a document (whether an original document or a copy) which in the opinion of the Registrar does not comply with such requirements prescribed under this section as are applicable to it, the Registrar may serve on any person by whom under that provision the document was required to be delivered (or, if there are two or more such persons, may serve on any of them) a notice stating his opinion to that effect and indicating the requirements so prescribed with which in his opinion the document does not comply.
(3)  Where the Registrar serves a notice under subsection (2) with respect to a document delivered under any such provision, then, for the purposes of any written law which enables a penalty to be imposed in respect of any omission to deliver to the Registrar a document required to be delivered under that provision (and, in particular, for the purposes of any such law whereby such a penalty may be imposed by reference to each day during which the omission continues) —
(a)any duty imposed by that provision to deliver such a document to the Registrar shall be treated as not having been discharged by the delivery of that document; but
(b)no account shall be taken of any days falling within the period mentioned in subsection (4).
(4)  The period referred to in subsection (3)(b) is the period beginning on the day on which the document was delivered to the Registrar as mentioned in subsection (2) and ending on the fourteenth day after the date of service of the notice under subsection (2) by virtue of which subsection (3) applies.
(5)  In this section, any reference to delivering a document shall be construed as including a reference to sending, forwarding, producing or (in the case of a notice) giving it.
Instant Information Service — exclusion of liability for errors or omissions
13B.  Where the Registry of Companies provides a service (to be called an Instant Information Service) to the public whereby computerised information of prescribed particulars of a company registered under this Act is supplied to the public on payment of a prescribed fee, neither the Government nor any of its employees in the Registry involved in the supply of such information shall be liable for any loss or damage suffered by members of the public by reason of any errors or omissions of whatever nature appearing therein or however caused if made in good faith and in the ordinary course of the discharge of the duties of such employees.”.
Amendment of section 14
7.  Section 14 of the Companies Act is amended —
(a)by inserting, at the end of paragraph (b) of subsection (2), the word “or”;
(b)by deleting paragraph (c) of subsection (2);
(c)by re-lettering paragraph (d) of subsection (2) as paragraph (c); and
(d)by inserting, immediately after subsection (3), the following subsections:
“(4)  So much of subsection (3) as prohibits the formation of an association or a partnership consisting of more that twenty persons shall not apply to an association or a partnership formed for the purpose of carrying on the profession or calling of accountancy.
(5)  As from the date of commencement of the Companies (Amendment) Act 1983 no company limited by guarantee with a share capital shall be registered under this Act.
(6)  The prohibition referred to in subsection (5) shall not affect a company limited by guarantee which has a share capital and is registered as such before the date of commencement of the Companies (Amendment) Act 1983 and subsection (2) of section 32 shall continue to apply to a company so registered; but any such company shall, within two years of that date, elect to convert and register that company either as a company limited by shares or as a company limited by guarantee.”.
Amendment of section 16
8.  Section 16 of the Companies Act is amended —
(a)by inserting, immediately after the word “solicitor” in the second line of subsection (2), the words “or an accountant”;
(b)by inserting, at the end of paragraph (b) of subsection (4), the word “or”;
(c)by deleting paragraph (c) of subsection (4); and
(d)by re-lettering paragraph (d) of subsection (4) as paragraph (c).
New section 16A
9.  The Companies Act is amended by inserting, immediately after section 16, the following section:
“Power to refuse registration
16A.—(1)  Without prejudice to the powers of the Registrar under subsection (5) of section 11, where a memorandum is delivered for registration under section 16, the Registrar shall not register the memorandum unless he is satisfied that all the requirements of this Act in respect of the registration and of all matters precedent and incidental thereto have been complied with.
(2)  Notwithstanding anything contained in this Act or any rule of law, the Registrar shall refuse to register the memorandum of a proposed company where he is satisfied that —
(a)the proposed company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or
(b)it would be contrary to the national security or interest for the proposed company to be registered.
(3)  Any person aggrieved by the decision of the Registrar under subsection (2) may, within thirty days of the date of the decision, appeal to the Minister whose decision shall be final.”.
Amendment of section 17
10.  Section 17 of the Companies Act is amended by deleting subsection (8) and substituting the following subsection:
“(8)  In relation to a holding company that is a company limited by guarantee, the reference in this section to shares shall be construed as including a reference to the interest of its members as such, whatever the form of that interest.”.
Amendment of section 18
11.  Section 18 of the Companies Act is amended by inserting, immediately after the word “address” at the end of subsection (2), the words “and occupation”.
Amendment of section 22
12.  Section 22 of the Companies Act is amended —
(a)by deleting subsection (1) and substituting the following subsections:
“(1)  Except with the consent of the Minister, a company shall not be registered by a name that in the opinion of the Registrar —
(a)is undesirable;
(b)is identical to that of any other company or corporation;
(c)so nearly resembles the name of another company or corporation as to be likely to be mistaken for it; or
(d)is a name of a kind that the Minister has directed the Registrar not to accept for registration.
(1A)  Notwithstanding anything in this section and section 23, where the Registrar is satisfied that a company has been registered by a name (whether through inadvertence or otherwise and whether originally or by change of name) which —
(a)is identical to that of any other company or corporation; or
(b)so nearly resembles the name of another company or corporation 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 that direction within six weeks after the date of the direction and if the company fails so to comply the company and its officers shall be guilty of an offence and shall be liable on conviction to a fine not exceeding two thousand dollars and also to a default penalty.
(1B)  A company aggrieved by the decision of the Registrar under subsection (1A) may within thirty days of the date of the decision appeal to the Minister whose decision shall be final.”; and
(b)by inserting, immediately after subsection (6), the following subsection:
“(6A)  A company shall not be registered under subsection (1) of section 16 and the Registrar shall not approve the change of name of a company under subsection (2) of section 23 unless the name which it is proposed to be registered or the proposed new name, as the case may be, has been reserved under subsection (7).”.
Repeal and re-enactment of section 25
13.  Section 25 of the Companies Act is repealed and the following section substituted therefor:
“Registration of unlimited company as limited company, etc.
25.—(1)  Subject to this section —
(a)an unlimited company may convert to a limited company if it was not previously a limited company that became an unlimited company in pursuance of paragraph (b); and
(b)a limited company may convert to an unlimited company if it was not previously an unlimited company that became a limited company in pursuance of paragraph (a) or any corresponding previous written law.
(2)  Where a company applies in writing to the Registrar for a change of status as provided by subsection (1) and, subject to subsections (8) and (9) of section 28 as applied by subsection (7), lodges with the application the prescribed documents relating to the application, the Registrar shall, upon registration of such prescribed documents so lodged as are registrable under this Act, issue to the company a certificate of incorporation —
(a)appropriate to the change of status applied for; and
(b)specifying, in addition to the particulars prescribed in respect of a certificate of incorporation of a company of that status, that the certificate is issued in pursuance of this section,
and, upon the issue of such a certificate of incorporation, the company shall be deemed to be a company having the status specified therein.
(3)  Where the status of a company is changed in pursuance of this section, notice of the change of status shall be published in such manner (if any) as the Registrar directs.
(4)  In subsection (2), “prescribed documents”, in relation to an application referred to in that subsection, means —
(a)a printed copy of a special resolution of the company —
(i)resolving to change the status of the company and specifying the status sought;
(ii)making such alterations to the memorandum of the company as are necessary to bring the memorandum into conformity with the requirements of this Act relating to the memorandum of a company of the status sought;
(iii)making — where the company has registered articles — such alterations and additions to the articles, if any, as are necessary to bring the articles into conformity with the requirements of this Act relating to the articles of a company of the status sought;
(iv)adopting — where the company has no registered articles — such articles, if any, as are required by this Act to be registered in respect of a company of the status sought or are proposed by the company as the registered articles of the company upon the change in its status; and
(v)changing the name of the company to a name by which it could be registered if it were a company of the status sought;
(b)where, by a special resolution referred to in paragraph (a), the memorandum of the company is altered or the articles of the company are altered or added to, or articles are adopted by the company — a printed copy of the memorandum as altered, the articles as altered or added to, or the articles adopted, as the case may be; and
(c)in the case of an application by a limited company to convert to an unlimited company —
(i)the prescribed form of assent to the application subscribed by or on behalf of all the members of the company; and
(ii)a statutory declaration by a director or secretary of the company verifying that the persons by whom or on whose behalf such a form of assent is subscribed constitute the whole membership of the company and, if a member has not subscribed the form himself, that the director or the secretary making the declaration has taken all reasonable steps to satisfy himself that each person who subscribed the form was lawfully empowered so to do.
(5)  Subsections (2) to (6) of section 21 shall not apply to or in relation to an application under this section or to any prescribed documents in relation to the application.
(6)  A special resolution passed for the purposes of an application under this section shall take effect only upon the issue under this section of a certificate of incorporation of the company to which the resolution relates.
(7)  With such modifications as may be necessary, section 28 (except subsection (1) thereof) applies to and in respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special resolution relating to a change of status as if it were a special resolution under that section.
(8)  A change in the status of a company in pursuance of this section does not operate —
(a)to create a new legal entity;
(b)to prejudice or affect the identity of the body corporate constituted by the company or its continuity as a body corporate;
(c)to affect the property, or the rights or obligations, of the company; or
(d)to render defective any legal proceedings by or against the company,
and any legal proceedings that could have been continued or commenced by or against it prior to the change in its status may, notwithstanding the change in its status, be continued or commenced by or against it after the change in its status.”.
New section 28A
14.  The Companies Act is amended by inserting, immediately after section 28, the following section:
“Alteration of memorandum by company to which section 14 of Residential Property Act, 1976, applies
28A.  Notwithstanding anything in the memorandum of a company, a company to which section 14 of the Residential Property Act, 1976 (Act 18 of 1976), applies may, by virtue of the operation of subsection (3) of that section, amend its memorandum by special resolution to remove any of the provisions referred to in subsection (1) of section 10 of that Act except that any amendment so made shall be valid and take effect only to the extent that it conforms with the provisions of the Residential Property Act, 1976.”.
Amendment of section 29
15.  Section 29 of the Companies Act is amended —
(a)by deleting the words “or limited both by shares and guarantee” in the third line of subsection (1);
(b)by inserting, immediately after the word “address” at the end of paragraph (c) of subsection (2), the words “and occupation”; and
(c)by deleting the words “or a company limited both by shares and guarantee” in the second and third lines of subsection (4).
Amendment of section 32
16.  Section 32 of the Companies Act is amended by deleting the words “and not having a share capital” in the first and second lines of subsection (1).
New section 39B
17.  The Companies Act is amended by inserting, immediately after section 39A, the following section:
“Abridged prospectus for re-nounceable rights issues
39B.—(1)  Where —
(a)a person is offering any shares in or debentures of a corporation to the public by a prospectus by means of a rights issue which is renounceable in favour of other persons; whether such issue is to persons who are existing members or debenture holders of the company or not; and
(b)application is being made to any Stock Exchange for permission for those shares or debentures to be dealt in or quoted on any Stock Exchange, in addition to the shares or debentures of the corporation which are already dealt in or quoted on any Stock Exchange,
such person may apply in writing to the Registrar for —
(i)an exemption from the requirements of the Fifth Schedule; and
(ii)permission to register an abridged prospectus in respect of the rights issue containing the particulars set out in Part V of the Fifth Schedule,
and the Registrar, after considering the application and all the circumstances of the rights issue, shall, unless he considers there are good reasons in relation to the circumstances of the proposed issue for not so doing, grant the exemption applied for and permit an abridged prospectus to be registered in respect of that issue.
(2)  Where a person to whom subsection (1) applies makes no application for exemption from the requirements of the Fifth Schedule or has been refused the exemption, that person shall be bound to comply with all the requirements of that Schedule as well as all the other requirements of this Act in relation to prospectuses.
(3)  If the Registrar pursuant to subsection (1) grants the exemption and permits an abridged prospectus in respect of the rights issue to be registered, such abridged prospectus shall be deemed to be a prospectus for the purposes of this Act and all written law and rules of law as to the contents of prospectuses (to the extent that may be applicable) and as to liability in respect of statements in and omissions from prospectuses or otherwise relating to prospectuses shall apply to an abridged prospectus and have effect accordingly.”.
New section 42A
18.  The Companies Act is amended by inserting, immediately after section 42, the following section:
“Exemption for certain international corporations as regards the signing of a copy of the prospectus by all directors
42A.—(1)  This section shall apply only to corporations of an international character that are approved as such by the Registrar.
(2)  A corporation to which this section applies may apply in writing to the Registrar for an exemption from the requirements of paragraph (a) of subsection (2) of section 42 and the Registrar may, if he considers those requirements unduly burdensome on the corporation, exempt such corporation from complying therewith subject to the Registrar requiring such minimum number of directors who are resident in Singapore signing the copy of the prospectus as the Registrar, in any particular case, may decide and in the event that no directors are resident in Singapore the Registrar may permit a duly authorised agent to sign the prospectus so long as such authorisation is supported by a resolution of the board of the corporation though the Registrar, if he is satisfied that a particular corporation cannot comply with any of these requirements, may grant the exemption applied for.
(3)  Any prospectus that complies with the terms of exemption granted by the Registrar shall be deemed to be a prospectus for the purposes of this Act and a copy of such prospectus shall be registered by the Registrar.”.
Amendment of section 54
19.  Section 54 of the Companies Act is amended —
(a)by inserting, immediately after the word “name” in the first line of paragraph (d) of subsection (1), the words “, identification, nationality (if such identification and nationality are required by the Registrar)”;
(b)by inserting, immediately after subsection (1), the following subsection:
“(1A)  In subsection (1) “identification” means in the case of a person issued with an identity card, the number of his identity card and, in the case of a person not issued with an identity card, particulars of his passport or such other similar evidence of identification as is available.”; and
(c)by deleting the words “who is in default” in the second line of subsection (7).
Amendment of section 55
20.  Section 55 of the Companies Act is amended by deleting the words “for each dollar or part thereof that has been paid up on that share” at the end of subsection (1) and substituting the words “in respect of each equity share”.
Amendment of section 67
21.  Section 67 of the Companies Act is amended by inserting, immediately after the word “business” at the end of paragraph (a) of subsection (2), the words “if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore”.
Amendment of section 69L
22.  Subsection (1) of section 69L of the Companies Act is amended —
(a)by inserting, at the end of paragraph (a), the word “or”; and
(b)by deleting paragraphs (b) and (c) and substituting the following paragraph:
“(b)he became so aware less than seven days before the date of the summons.”.
Amendment of section 74
23.  Section 74 of the Companies Act is amended —
(a)by deleting the word “section” in the first line of subsection (5A) and substituting the word “Division”;
(b)by inserting, immediately after subsection (5A), the following subsection:
“(5AA)  Where a prescribed corporation, which offers debentures to the public for subscription or purchase in Singapore, makes provision in those debentures or in a trust deed relating to those debentures for the appointment of a trustee (whether or not a trustee corporation) for the holders of the debentures, nothing in this Division shall apply to those debentures, the trust deed and the trustee.”; and
(c)by inserting, immediately after the words “subsection (5A)” in the first line of subsection (5B), the words “or (5AA)”.
Amendment of section 118
24.  Section 118 of the Companies Act is amended —
(a)by deleting the words “to which Division 2 of Part XI applies” in the second and third lines and substituting the words “registered under Division 2 of Part XI”; and
(b)by deleting the words “a foreign company” at the end and substituting the words “such foreign company”.
Amendment of section 119
25.  Section 119 of the Companies Act is amended —
(a)by deleting the words “day on which it begins to carry on business or as from the fourteenth day after the date of its incorporation, whichever is the earlier,” in the first, second and third lines of subsection (1) and substituting the words “date of its incorporation”; and
(b)by deleting the words “who is in default” in the second and third lines of subsection (2).
Amendment of section 120
26.  Section 120 of the Companies Act is amended —
(a)by deleting the words “and of any change therein shall be lodged with the Registrar within one month after the date of incorporation or of any such change, as the case may be” in the third to the sixth lines of subsection (1) and substituting the words “shall, in the case of a proposed company, be lodged with the Registrar together with its memorandum and its articles (if any) at the time of lodgment for the incorporation of the proposed company and in the case of any subsequent change of the particulars therein be so lodged within one month of any such change”; and
(b)by deleting the words “who is in default” in the second line of subsection (2).
Amendment of section 122
27.  Section 122 of the Companies Act is amended by inserting, immediately after subsection (5), the following subsections:
“(6)  Notwithstanding anything contained in this Act or in the memorandum or articles of a company or in any agreement with a company, a director of a company shall not resign or vacate his office unless there are remaining in the company at least two directors, one of whom shall be ordinarily resident in Singapore.
(7)  Subsection (6) shall not apply where a director of a company is required to resign or vacate his office if he has not within the period referred to in subsection (1) of section 124 obtained his qualification or by virtue of his disqualification under section 125, 125A, 130 or 130A or section 28(1)(b) of the Insurance Act (Cap. 193), or sections 58, 59 and 60 of the Banking Act (Cap. 182) or sections 35 and 37 of the Finance Companies Act (Cap. 191).
(8)  If default is made in complying with subsection (1) or (6), the company and every director shall be guilty of an offence and shall be liable on conviction to a fine not exceeding ten thousand dollars and also to a default penalty.
(9)  In this section, director includes any person who was a director of the company at any time within the preceding twelve months from the date of the default.”.
Amendment of section 123
28.  Section 123 of the Companies Act is amended —
(a)by inserting, immediately after the word “company” in the third line of subsection (1), the words “or in the register of directors, managers and secretaries of a company”;
(b)by inserting, immediately after the word “articles” in the fifth line of subsection (1), the words “or the lodging of any return in the prescribed form containing the particulars required to be specified in the register of directors, managers and secretaries”;
(c)by inserting, immediately after the word “signed” in the eighth line of subsection (1), the words “before a notary public, solicitor or an approved company auditor”; and
(d)by inserting, immediately after subsection (3), the following subsection:
“(4)  If default is made in complying with this section, the company and every officer of the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding ten thousand dollars and also to a default penalty.”.
Amendment of section 125
29.  Section 125 of the Companies Act is amended by inserting, immediately after the word “bankrupt” in the second line of subsection (1), the words “(whether he was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy)”.
New section 125A
30.  The Companies Act is amended by inserting, immediately after section 125, the following section:
“Powers to restrain directors of companies that have been liquidated
125A.—(1)  Where a person —
(a)is or has been a director of a company which has at any time gone into liquidation (whether while he was a director or subsequently) and was insolvent at that time; and
(b)is or has been a director of another such company which has gone into liquidation within five years of the date on which the first mentioned company went into liquidation,
and that person within a period of five years after the other such company referred to in paragraph (b) has gone into liquidation, without the leave of the Court, is a director or promoter of, or is in any way whether directly or indirectly concerned or takes part in the management of a company, he shall be guilty of an offence and shall be liable on conviction to imprisonment for a term not exceeding two years or to a fine not exceeding ten thousand dollars or to both such imprisonment and fine.
(2)  The Court shall not give leave under this section unless —
(a)notice of intention to apply therefor has been served on the Minister and on the Official Receiver and the Minister and the Official Receiver or either of them may be represented at the hearing of, and may oppose the granting of, the application; and
(b)the applicant has satisfied the Court that his conduct as a director of any of those companies referred to in subsection (1) did not make him unfit to be concerned in the management of a company.
(3)  In this section, company includes an unregistered company within the meaning of subsection (1) of section 314, and for the purposes of this section a company has gone into liquidation if it is wound up by the Court, on the date of the winding-up order and, in any other case, on the date of the passing of the resolution for voluntary winding up.
(4)  Where a director is in breach of subsection (1), a certificate of the Official Receiver stating that a company has gone into liquidation shall in all courts be received as prima facie evidence of the facts stated therein.”.
New section 130A
31.  The Companies Act is amended by inserting, immediately after section 130, the following section:
“Disqualification for persistent default in relation to delivery of documents to Registrar
130A.—(1)  Where a person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of five years after he has last been adjudged guilty of any offence or has had made against him an order under section 12 or 362 in relation to any such relevant requirements of this Act, without the leave of the Court, is a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management of a company, he shall be guilty of an offence and shall be liable on conviction to imprisonment for a term not exceeding two years or to a fine not exceeding ten thousand dollars or to both such imprisonment and fine.
(2)  Any provision of this Act which requires any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar is a relevant requirement of this Act for the purposes of this section.
(3)  For the purposes of this section, the fact that a person has been persistently in default in relation to relevant requirements of this Act may, subject to subsection (6) (and without prejudice to its proof in any other manner), be conclusively proved by showing that he has been adjudged guilty of three or more offences in relation to any such requirements or has had an order made against him under section 12 or 362 in relation to those requirements.
(4)  A person shall be treated as being adjudged guilty of three or more offences in relation to any such relevant requirements of this Act for the purpose of subsection (3) if he is convicted of any three or more offences by virtue of any contravention of, or failure to comply with, any such requirements (whether on his own part or on the part of any company).
(5)  For the purpose of this section, a certificate of the Registrar stating that a person has been adjudged guilty of three or more offences or has had made against him an order under section 12 or 362 in relation to the requirements of this Act shall in all courts be received as prima facie evidence of the facts stated therein.
(6)  No account shall be taken for the purposes of this section of any offence which was committed or, in the case of a continuing offence, began before the date on which this section comes into operation.
(7)  A person intending to apply for leave of the Court under this section shall give to the Minister not less than fourteen days’ notice of his intention so to apply.
(8)  On the hearing of any application under this section, the Minister may be represented and may oppose the granting of the application.
(9)  In this section, company includes an unregistered company within the meaning of subsection (1) of section 314.”.
Amendment of section 132A
32.  Section 132A of the Companies Act is amended —
(a)by deleting the words “or employee” wherever they appear in subsections (1), (2), (5), (7) and (8) and substituting in each case the words “, employee or substantial shareholder”;
(b)by deleting the word “specific” in the fifth line of subsection (1) and substituting the word “special”;
(c)by deleting the words “on a stock exchange” in the ninth line of subsection (1);
(d)by deleting subsection (3) and substituting the following subsection:
“(3)  An action for the recovery of the amount of a loss referred to in subsection (1) shall not be commenced after —
(a)the expiration of two years after the date of the completion of the dealing in securities in respect of which the loss was suffered; or
(b)the expiration of the period of six months next succeeding the discovery of the relevant facts in relation to the dealing by the person who suffered the loss.”;
(e)by inserting, immediately before the definition of “officer” in subsection (4), the following definition:
“ “loss” includes a deprivation of gain or profit;”;
(f)by deleting the full-stop at the end of subsection (4) and substituting a semi-colon, and by inserting immediately thereafter the following definition:
“ “substantial shareholder” has the same meaning as in section 69C.”;
(g)by deleting the word “specific” in the fourth line of subsection (5) and substituting the word “special”;
(h)by deleting the words “that corporation” in the thirteenth line of subsection (5) and substituting the words “either corporation”;
(i)by deleting the words “that other corporation on a stock exchange” in the fifteenth and sixteenth lines of subsection (5) and substituting the words “either corporation”;
(j)by inserting, immediately after subsection (5), the following subsection:
“(5A)  For the purposes of this section —
(a)the words “special confidential information” mean any confidential fact or circumstance of whatever nature that would affect the price of the securities of the corporation; and
(b)the words “if generally known” with reference to special confidential information shall be construed as a reference to information that the investing public becomes aware of after the expiration of seven days from the date that the corporation brings the information to the attention of the investing public, whether by way of press announcement, circular or otherwise.”;
(k)by deleting the words “on a stock exchange” at the end of subsection (7);
(l)by deleting the word “thirty” in the fifth line of subsection (8) and substituting the words “one hundred”; and
(m)by inserting, immediately after subsection (8), the following subsection:
“(9)  Where a person —
(a)obtains, directly or indirectly, from an officer, agent, employee or a substantial shareholder of a corporation special confidential information in relation to the securities of the corporation referred to in subsection (1) or of an executory transaction involving another company referred to in paragraphs (a) and (b) of subsection (5) which he knows, or ought reasonably to have known, has been acquired by such officer, agent, employee or substantial shareholder by virtue of his position in, or connection with, the first-mentioned corporation and that information is not generally known, but if it were, might reasonably be expected to have materially affected the price of those securities; and
(b)makes use of that information to gain, directly or indirectly, an advantage for himself by dealing in the securities of the corporation referred to in subsection (1) or the securities of either corporation referred to in subsection (5),
he shall be guilty of an offence and shall be liable on conviction to imprisonment for a term not exceeding three years or to a fine not exceeding fifty thousand dollars or to both such imprisonment and fine.”.
Amendment of section 132D
33.  Section 132D of the Companies Act is amended by deleting subsection (8).
Amendment of section 133
34.  Section 133 of the Companies Act is amended —
(a)by deleting the word “or” at the end of paragraph (b) of subsection (1);
(b)by deleting the full-stop at the end of paragraph (c) of subsection (1) and substituting the word “; or”, and by inserting immediately thereafter the following paragraph:
“(d)to any loan made to such director in the ordinary course of business of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore.”;
(c)by deleting the words “a fine not exceeding one thousand dollars” at the end of subsection (4) and substituting the words “imprisonment for a term not exceeding two years or to a fine not exceeding twenty thousand dollars”; and
(d)by inserting, immediately after subsection (5), the following subsection:
“(6)  For the purpose of subsection (1), the reference to director therein includes a reference to his spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.”.
Amendment of section 133A
35.  Section 133A of the Companies Act is amended —
(a)by inserting, immediately after the word “company” in the second line of subsection (1), the words “(other than an exempt private company)”;
(b)by deleting subsections (2), (3) and (4) and substituting the following subsections:
“(2)  Subsection (1) shall extend to apply to a loan, guarantee or security in connection with a loan made by a company to another company where such company is incorporated outside Singapore, if a director or directors of the first-mentioned company —
(a)is or together are interested in shares in the other company of the nominal value described in subsection (1); or
(b)in a case where the other company does not have a share capital, exercises or together exercises control over the other company whether by reason of having the power to appoint directors or otherwise.
(3)  Subsection (1) shall not apply —
(a)to anything done by a company where the other company is its subsidiary or holding company or a subsidiary of its holding company; or
(b)to a company, whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore.
(4)  For the purposes of this section, an interest of a member of a director’s family shall be treated as the interest of the director and the words “member of a director’s family” shall include his spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.”; and
(c)by inserting, immediately after subsection (4), the following subsections:
“(5)  Nothing in this section shall operate to prevent the company from recovering the amount of any loan or amount for which it became liable under any guarantee entered into or in respect of any security given contrary to this section.
(6)  Where a company contravenes this section, any director who authorises the making of any loan, the entering into of any guarantee or the providing of any security contrary to this section shall be guilty of an offence and shall be liable on conviction to imprisonment for a term not exceeding two years or to a fine not exceeding twenty thousand dollars.”.
Amendment of section 135
36.  Subsection (4) of section 135 of the Companies Act is amended —
(a)by inserting, at the end of paragraph (a), the word “or”; and
(b)by deleting paragraphs (b) and (c) and substituting the following paragraph:
“(b)he became so aware less than seven days before the date of the summons.”.
Amendment of section 141
37.  Section 141 of the Companies Act is amended —
(a)by deleting the words “and secretaries” in subsection (1) and in the marginal note thereto and substituting in each case the words “, secretaries and auditors”;
(b)by deleting the words “and secretary” in subsection (4) and substituting the words “, secretary and auditor”;
(c)by deleting the words “or secretary” wherever they appear in paragraphs (c), (d) and (e) of subsection (6) and in subsection (8) and substituting in each case the words “, secretary or auditor”; and
(d)by deleting the words “who is in default” in the third line of subsection (7).
Amendment of section 143
38.  Section 143 of the Companies Act is amended by deleting the words “who is in default” in paragraph (a) of subsection (4).
Amendment of section 148
39.  Section 148 of the Companies Act is amended by deleting the words “for each dollar or part thereof that is paid up on each share” in the fourth and fifth lines of the proviso to subsection (2) and substituting the words “in respect of each equity share held”.
Amendment of section 165
40.  Section 165 of the Companies Act is amended by deleting the words “who is in default” in the second line of subsection (7).
Amendment of section 169
41.  Section 169 of the Companies Act is amended —
(a)by inserting, immediately before the words “holding company” in the sixth line of subsection (10), the word “ultimate”; and
(b)by deleting the words “secretary or other” in the sixth and seventh lines of subsection (16).
Amendment of section 170
42.  Section 170 of the Companies Act is amended by deleting the words “who is in default” in the second and third lines of subsection (3).
Amendment of section 172
43.  Section 172 of the Companies Act is amended —
(a)by deleting subsection (1) and substituting the following subsection:
“(1)  The directors of a company shall, within three months after incorporation of the company, appoint a person or persons to be the auditor or auditors of the company, and any auditor or auditors so appointed shall, subject to this section, hold office until the conclusion of the first annual general meeting.”;
(b)by deleting the words “a company does” in the first line of subsection (10) and substituting the words “the directors do”; and
(c)by inserting, immediately after subsection (16), the following subsection:
“(17)  If default is made in complying with the provisions of this section, the company and every director of the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding five thousand dollars.”.
Amendment of section 174
44.  Section 174 of the Companies Act is amended by inserting, immediately after subsection (3), the following subsection:
“(3A)  An auditor shall not be required to form an opinion in his report as to whether the accounting and other records of subsidiaries (which are not incorporated in Singapore) of a Singapore holding company have been kept in accordance with this Act.”.
Amendment of section 179
45.  Section 179 of the Companies Act is amended —
(a)by deleting subsection (1) and the marginal note thereto and substituting the following subsections:
“Application of this section, section 179A and Tenth Schedule
179.—(1)  This section, section 179A and the Tenth Schedule apply to and in relation to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not, and extends to acts done or omitted to be done outside Singapore, and any reference to an offeror corporation or a corporation in this section, section 179A and in the Tenth Schedule shall be construed, with such modifications and qualifications as may be necessary, so as to include a reference to a natural person. Notwithstanding anything in this subsection, this section, section 179A and the Tenth Schedule shall not apply to a private company, a company limited by shares and guarantee and a company limited by guarantee.
(1A)  In this section, section 179A and in the Tenth Schedule —
“offeree company”, in relation to a take-over scheme or a take-over offer, means the company to shares in which the scheme or offer relates;
“offeror corporation”, in relation to a take-over scheme or a take-over offer, means the corporation by or on behalf of which any take-over offer under the scheme, or the take-over offer, is made or to be made;
“take-over offer” means an offer contained in a formal offer document for the acquisition of shares under a take-over scheme;
“take-over scheme” means a scheme involving the making of offers for the acquisition by or on behalf of a corporation or an individual —
(a)of all the shares in another company or of all the shares of a particular class in another company; or
(b)of any shares in another company which (together with shares, if any, already held beneficially by the offeror corporation or by any other corporation that is deemed by virtue of section 6 to be related to that corporation) carry the right to exercise, or control the exercise of, not less than twenty-five per cent of the voting power at any general meeting of the other company resulting in the first-mentioned corporation acquiring effective control of that other company.
(1B)  For the purposes of paragraph (b) of subsection (lA),
“acquiring effective control” means the acquiring of shares in an offeree company which carry the right to exercise or control the exercise of twenty-five per cent or more in the aggregate of the voting rights of that company even though such acquisition does not confer de facto control.”;
(b)by deleting the words “or in pursuance of any corresponding law of another country” in sub-paragraph (ii) of paragraph (b) of subsection (2) and in the second and third lines of subsection (3);
(c)by inserting, immediately after subsection (5), the following subsections:
“(5A)  (a)  Immediately before the offeror corporation gives or causes to be given to the offeree company a notice in writing pursuant to subsections (2) and (5) and immediately before an offeree company gives or causes to be given to an offeror corporation a statement in writing pursuant to subsection (3), such offeror corporation and offeree company shall lodge with the Registrar and with a Stock Exchange, if such offeree company is a company that is quoted on a Stock Exchange, a copy of the notice and statement referred to in this subsection.
(b)The Registrar shall, on the application of the offeror corporation or the offeree company, as the case may be, have power to permit the offeror corporation or the offeree company at any time prior to the offer being made —
(i)to amend any such notice or statement in writing lodged with him pursuant to paragraph (a); or
(ii)to substitute a fresh notice or statement in writing for an earlier notice or statement lodged with him pursuant to paragraph (a),
in such manner and subject to such terms as he considers are justified by the circumstances of the case but in any such event time shall begin to run from the date of the first notice or statement in writing.
(5B)  (a)  A corporation which or an individual who has no real intention to make an offer in the nature of a take-over offer shall not give notice or publicly announce that it intends to make a take-over offer whether under this Act or otherwise.
(b)A corporation or an individual shall not make a take-over offer or give notice or publicly announce that it intends to make such an offer if it has no reasonable or probable grounds for believing that it will be able to perform its obligations if the offer is accepted.
(c)Every corporation which or an individual who has a firm intention to make a take-over offer shall make a public announcement of that intention in the newspapers giving the terms of the offer and the identity of the offeror and shall take steps to give or cause to be given the notice in writing of the take-over scheme referred to in paragraph (a) of subsection (2) to the offeree company so that the notice is given as soon as practicable after the public announcement is made and in any event within fourteen days of such announcement unless the Registrar agrees to an extension beyond this period in the special circumstances of any particular case.
In this paragraph, a corporation shall be conclusively presumed to have a firm intention to make a take-over offer from the date that it acquires effective control of an offeree company, but nothing in this paragraph shall prevent an inference of a firm intention being drawn where the percentage of shares acquired in an offeree company is below that needed for acquiring effective control.
(d)Nothing in this section shall be construed as preventing a corporation from dealing in shares in an offeree company whether in the market or otherwise from the date of the public announcement of a firm intention to make an offer in the nature of a take-over offer and the date that an offer is made.
(5C)  If a take-over offer under a take-over scheme is withdrawn, a contract arising from the acceptance of any other take-over offer under the take-over scheme is voidable at the option of the offeree company by notice in writing given to the offeror corporation not later than one month after the first-mentioned take-over offer is withdrawn.
(5D)  Notwithstanding anything in the articles of a company or in the document by which a company is constituted, the directors of the offeree company are entitled to have refunded to them by the company any expenses reasonably incurred by them in the interests of the members of the company as a whole in relation to a take-over scheme involving the acquisition of the shares in the company.”;
(d)by deleting the words “subsection (5)” in paragraph (a) of subsection (6) and substituting the words “subsections (5), (5A) and (5B)”;(e)by deleting the words “one year or to a fine not exceeding two thousand five hundred dollars” wherever they appear in paragraphs (a) and (b) of subsection (6) and substituting in each case the words “five years or to a fine not exceeding one hundred thousand dollars”;(f)by deleting subsection (9) and substituting the following subsection:
“(9)  The Minister may, by order, exempt a corporation or an individual, as specified in the order and subject to such terms and conditions (if any) as are specified in the order, from compliance with all or any of the provisions of this section or of the requirements set out in the Tenth Schedule where, in any particular case, he is satisfied that compliance therewith is inappropriate or would impose an unreasonable burden on the corporation or individual or is not in the public interest.”;
(g)by inserting, immediately after paragraph (e) of subsection (12), the following paragraphs:
“(f)Where the Securities Industry Council has reason to believe that any party to a take-over and merger transaction or any professional adviser who is concerned in the take-over and merger is in breach of the provisions of the Code or is otherwise believed to have committed acts of misconduct in relation to or connected with a take-over and merger transaction, the Securities Industry Council shall have power to enquire into the suspected breach or misconduct and for this purpose may summon any person to give evidence on oath or affirmation, which it is hereby authorised to administer, or produce any document or material necessary for the purpose of the enquiry.
(g)The Securities Industry Council shall not in the absence of malice on its part be liable to any action for defamation at the suit of any person in respect of any statements made in the discharge of its functions under the Code whether the statements are made orally or in writing. This paragraph does not permit or affect any other right or privilege or immunity that the Securities Industry Council has as a defendant in an action for defamation.”; and
(h)by deleting the words “offeree corporation” wherever they appear therein and substituting in each case the words “offeree company”.
New section 179A
46.  The Companies Act is amended by inserting, immediately after section 179, the following section:
“Variation of take-over offers
179A.—(1)  An offeror corporation may vary a take-over offer by increasing the consideration offered either in relation to the whole or part thereof.
(2)  An offeror corporation may vary a take-over offer by extending the period during which it remains open for acceptance and where an offeror corporation so varies a take-over offer which is conditional upon acceptances being received in respect of a minimum percentage of shares it may vary the date specified in the take-over for declaring the take-over offer to be unconditional as required by sub-paragraph (a) of paragraph 4 of Part A of the Tenth Schedule (so long as such varied date is not later than sixty days from the date of despatch of the offer, unless the Registrar in a competitive situation agrees to an extension beyond this period) and it may vary the further period during which the take-over offer is, in accordance with sub-paragraph (b) of the said paragraph 4, open for acceptance after the take-over offer is declared unconditional (provided such further period is not less than fourteen days after the varied date on which the offer would otherwise have expired).
(3)  Where the consideration offered for the shares proposed to be acquired under the take-over offer is varied under subsection (1), each person whose shares are acquired before or after the variation under a like take-over offer is entitled to receive consideration as varied accordingly.
(4)  Where an offeror corporation varies a take-over offer, he shall forthwith give to the offeree company and to each shareholder of the offeree company to whom a like take-over offer has been made a notice in writing in accordance with subsection (5) and shall forthwith lodge with the Registrar and a Stock Exchange, (if such corporation is a corporation that is quoted on any Stock Exchange) a copy of that notice.
(5)  The notice shall set out in an appropriate form particulars of such modifications of the Part B statement given under paragraph (a) of subsection (2) of section 179 as are necessary having regard to the variations.
(6)  For the avoidance of doubt it is hereby declared that when a take-over offer is varied in accordance with this section, it shall not be necessary for the offeror corporation to give or cause to be given to the offeree company a fresh notice in writing of the take-over scheme pursuant to subsection (2) of section 179 and the take-over as varied shall be deemed to be part of the take-over scheme and section 179 and the Tenth Schedule shall apply mutatis mutandis to the varied offer as it applied to the previous offer before it was varied.”.
Amendment of section 180
47.  Section 180 of the Companies Act is amended by deleting the word “seven” in the nineteenth line of subsection (1) and substituting the word “fourteen”.
Amendment of section 181
48.  Section 181 of the Companies Act is amended —
(a)by deleting the word “oppressive” in the third line of paragraph (a) of subsection (1) and substituting the words “unfairly prejudicial”;
(b)by inserting, immediately after paragraph (b) of subsection (2), the following paragraph:
“(bb)authorise civil proceedings to be brought in the name of or on behalf of the company by such person or persons and on such terms as the Court may direct;”; and
(c)by inserting, immediately after subsection (6), the following subsection:
“(7)  This section shall apply to a person who is not a member of a company but to whom shares in the company have been transferred or transmitted by operation of law as it applies to members of a company; and references to a member or members shall be construed accordingly.”.
Amendment of section 182
49.  Section 182 of the Companies Act is amended by deleting the words “an officer” in paragraph (c) of subsection (1) and substituting the words “a director, secretary or employee”.
Amendment of section 217
50.  Subsection (1) of section 217 of the Companies Act is amended —
(a)by deleting the word “or” at the end of paragraph (e); and
(b)by deleting the comma at the end of paragraph (f) and substituting the word “; or”, and by inserting immediately thereafter the following paragraph:
“(g)of the Minister on the ground specified in paragraph (m) of subsection (1) of section 218,”.
Amendment of section 218
51.  Section 218 of the Companies Act is amended —
(a)by deleting the word “or” at the end of paragraph (k) of subsection (1); and
(b)by deleting the full-stop at the end of paragraph (l) of subsection (1) and substituting the word “; or”, and by inserting immediately thereafter the following paragraph:
“(m)the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against national security or interest.”.
Amendment of section 272
52.  Section 272 of the Companies Act is amended by inserting, immediately after the word “meeting” at the end of subsection (2), the following words:
“, except that when a declaration is made by the liquidator and filed with the Official Receiver that neither at the date of commencement of the winding up nor since that date has the company had trade creditors, the advertisement referred to in this subsection need only be published in a newspaper circulating generally throughout Singapore”.
Amendment of section 292
53.  Section 292 of the Companies Act is amended —
(a)by deleting the words “one thousand five hundred dollars” in the seventh line of paragraph (b) of subsection (1) and substituting the words “an amount that is equivalent to five months’ salary”;
(b)by inserting, immediately after subsection (1), the following subsection:
“(1A)  For the purposes of subsection (1) “employee” shall be deemed to include a subcontractor of labour and “salary” shall be deemed to include money due to a subcontractor of labour and any payment on account of wages or salary payable during a period of notice of termination of employment or in lieu of notice of such termination, as the case may be.”.
Amendment of section 304
54.  Section 304 of the Companies Act is amended —
(a)by deleting the words “twelve months or to a fine not exceeding two thousand five hundred dollars” in the sixth and seventh lines of subsection (5) and substituting the words “seven years or to a fine not exceeding fifteen thousand dollars or both”; and
(b)by inserting, immediately after subsection (5), the following subsection:
“(5A)  Subsection (5) shall apply to a company whether or not it has been, or is in the course of being, wound up.”.
Amendment of section 320
55.  Section 320 of the Companies Act is amended by deleting the words “twice its net tangible assets” in the last line and substituting the words “fifty per cent of its net tangible assets (or such larger percentage not exceeding one hundred per cent as the Registrar may, in any particular case, decide)”.
Amendment of section 321
56.  Section 321 of the Companies Act is amended by inserting, immediately after the word “company” at the end of subsection (3), the following words:
“but the other restrictions and prohibitions in this Part shall apply to a wholly-owned subsidiary of an investment company as they apply to the investment company”.
Amendment of section 332
57.  Section 332 of the Companies Act is amended by deleting the words “within one month after” in the first and second lines of subsection (1) and substituting the word “before”.
New section 332A
58.  The Companies Act is amended by inserting, immediately after section 332, the following section:
“Power to refuse registration of a foreign company in certain circumstances
332A.—(1)  Notwithstanding anything contained in this Act or any rule of law, the Registrar shall refuse to register the company by registering the documents if he is satisfied that the foreign company is being used or is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or is acting or likely to act against the national security or interest.
(2)  A foreign company aggrieved by the decision of the Registrar under subsection (1) may, within thirty days of the date of the decision, appeal to the Minister whose decision shall be final.”.
Amendment of section 333
59.  Section 333 of the Companies Act is amended by deleting subsection (5) and substituting the following subsection:
“(5)  Where an agent ceases to be an agent and if as a result the company is left with only one agent in Singapore, it shall, within twenty-one days after the agent ceases to be such, appoint another agent.”.
Amendment of section 336
60.  Section 336 of the Companies Act is amended by inserting, immediately after subsection (6), the following subsections:
“(7)  Without prejudice to the powers of the Registrar under paragraph (b) of subsection (5), a foreign company may apply to the Registrar in writing for an order relieving the foreign company from any requirement of this section relating to the form and content of accounts or reports and the Registrar may make such an order either unconditionally or on condition that the foreign company complies with such other requirements relating to the form and content of the accounts or reports as the Registrar thinks fit to impose.
(8)  The Registrar shall not make an order under subsection (7) unless he is of the opinion that compliance with the requirements of this section would render the accounts or reports misleading or inappropriate to the circumstances of the foreign company or would impose unreasonable burdens on the foreign company.
(9)  The Registrar may make an order under subsection (7) which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.”.
Amendment of section 340
61.  Section 340 of the Companies Act is amended by inserting, immediately after subsection (7), the following subsections:
“(8)  Where the Registrar is satisfied that a foreign company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against national security or interest, he shall strike the name of the foreign company off the register and it shall thereupon cease to be registered as a foreign company under this Division.
(9)  Any person aggrieved by the decision of the Registrar under subsection (8) may, within thirty days of the date of the decision, appeal to the Minister whose decision shall be final.”.
Amendment of section 364A
62.  Section 364A of the Companies Act is amended by inserting, immediately after the word “thereof” at the end of paragraph (c) of subsection (1), the words “or the Securities Industry Council”.
Repeal and re-enactment of section 367
63.  Section 367 of the Companies Act is repealed and the following section substituted therefor:
“Penalty for carrying on business without registering a corporation and for improper use of words “Limited” and “Berhad”
367.—(1)  Any person who —
(a)carries on business as a corporation without having the corporation duly registered;
(b)uses or carries on business under any name of which “Limited” or “Berhad”, or any word or abbreviation with such meaning, is used without having a company duly incorporated or registered with limited liability; or
(c)uses or carries on the business of a company or corporation under a different name from its registered name,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding one thousand dollars and also to a default penalty.
Restriction on the use of word “Sendirian” or “Private”
(2)  A company shall not use the word “Sendirian” or “Private” or any abbreviation thereof as part of its name if it does not fulfil the requirements required by this Act to be fulfilled by private companies and every corporation and every officer of a corporation who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding five thousand dollars and also to a default penalty.”.
Amendment of section 369
64.  Section 369 of the Companies Act is amended by inserting, immediately after subsection (2), the following subsections:
“(3)  Every summons issued for an offence committed by an officer of a company or other person under this Act or any regulations made thereunder may, notwithstanding anything in this Act, be served —
(a)by delivering it to him;
(b)by delivering it to any adult person residing in his last known place of abode or employed at his last known place of business; or
(c)by forwarding it by registered post in a cover addressed to him at his last known place of abode or business or at any address furnished by him.
(4)  In proving service by registered post, it shall be sufficient to prove that the registered cover containing the summons was duly addressed and posted.”.
Amendment of section 370
65.  Subsection (1) of section 370 of the Companies Act is amended —
(a)by inserting, immediately after the word “Act” in the third line, the words “or who has been dealt with under subsection (4) or (4A) of section 371 for an offence under this Act”; and
(b)by inserting, immediately after the word “convicted” in the fifth line, the words “or after he has been so dealt with”.
Amendment of section 371
66.  Section 371 of the Companies Act is amended —
(a)by inserting, immediately after subsection (4), the following subsections:
“(4A)  The powers conferred upon the Registrar under subsection (4) in relation to offences under this Act that are punishable by a fine or a fine and default penalty shall extend to an offence committed under subsection (1) of section 169 even though such offence is punishable under section 171 by imprisonment or a fine.
(4B)  The power conferred upon the Registrar under subsection (4) shall only be exercised where the person admits the offence and agrees in writing to the offence being dealt with under that subsection.”; and
(b)by inserting, immediately after the word “before” in the second line of subsection (6), the words “a Magistrate’s Court or”.
Amendment of section 373
67.  Section 373 of the Companies Act is amended by deleting the word “President” in the first line and substituting the word “Minister”.
Repeal of section 374
68.  Section 374 of the Companies Act is repealed.
Amendment of Fifth Schedule
69.  The Fifth Schedule to the Companies Act is amended —
(a)by inserting, immediately after the word “directors” at the end of paragraph 3 of Part I, the words “except in the case of the directors of an issuing corporation that is a prescribed corporation under subsection (5B) of section 74, only the city or locality of the residence of the directors need be given”;
(b)by deleting the words “six months before the issue of the prospectus” at the end of paragraph 20(2) of Part II and substituting the words “nine months (or if the Registrar having regard to the circumstances of any particular case consents thereto in writing, twelve months) before the issue of the prospectus”; and
(c)by inserting, immediately after Part IV, the following Part:
“PART V
SECTION 39B
Particulars to be included in an abridged prospectus relating to a renounceable rights issue where an application is being made for the shares in or debentures of a corporation to be quoted on or dealt in on any Stock Exchange.
1.
The date of the prospectus.
2.
The following statements shall be made by the corporation:
 
“THIS DOCUMENT IS IMPORTANT” (to be in bold or coloured print).
 
“If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser immediately.” (to be in bold or coloured print).
 
“Copies of this document, together with copies of the provisional allotment letter and excess share application form, have been lodged with and registered by the Registrar in Singapore who takes no responsibility for the contents of the documents.”
 
“Approval in principle has been obtained from the Stock Exchange for this rights issue and to deal in and for quotation for all the new securities arising from this issue and such new securities will be admitted to the Official List of the Stock Exchange and official quotation will commence after all stock certificates have been issued.”
 
“All the documentation relating to this issue has been seen and approved by the directors of the corporation and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries to the best of their knowledge and belief there are no other factors the omission of which would make any statement in these documents misleading.”.
3.
Name of the corporation and its country of incorporation.
4.
Particulars of the rights issue.
5.
Names of the underwriters to the issue.
6.
(a)The last day and time for splitting;
 
(b)The last day and time for acceptance and payment;
 
(c)The last day and time for renunciation and payment.
Note: PARAGRAPHS 1 TO 6 MUST BE INCORPORATED IN THE FRONT PAGE OF THE ABRIDGED PROSPECTUS.
7.
The registered office of the corporation.
8.
The full name, address and occupation of all the directors.
9.
The names and addresses of the bankers, solicitors, auditors and registrars.
10.
Terms and conditions of the issue — where listing is sought for shares which will not be identical with shares already listed —
 
(a)a statement of the rights as regards dividends, capital redemption and voting attached to such shares and as to the right of the corporation to create or issue further shares to rank in priority to or rank pari passu therewith; and
 
(b)a summary of the consents necessary for the creation of such rights.
11.
Reasons and purpose of the issue — this should include a statement or an estimate of the net proceeds of the issue and a statement as to how the proceeds are intended to be applied.
12.
The profits, prospects and dividends of the group — there should be disclosed, subject to paragraph 29, the following:
 
(a)a tabulation for each of the last five financial years in the following format:
Year ended
 
Profit before tax
 
Profit after tax
 
Exceptional items
 
Gross earnings per share
 
Gross rate of dividend
 
(b)a statement as to the financial and trading prospects of the corporation or group, together with any material information which will be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the prospectus and which are unlikely to be known or anticipated by the general public and which could materially affect the profits; and
 
(c)a statement by the directors that in their opinion the working capital available is sufficient, or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary.
13.—
(1)Where the date of registration of the prospectus for a rights issue is within six months of the last audited accounts, the last audited accounts shall be disclosed in the prospectus.
 
(2)Where the date of registration of the prospectus for a rights issue is more than six months, but less than twelve months of the last audited accounts, the last audited accounts, together with the half-year interim unaudited profits, shall be included in the prospectus.
 
(3)No prospectus shall contain audited accounts made up to a date which is more than twelve months to the date of registration of the prospectus.
14.
The net asset backing per share of the corporation and the group as at the date of the last audited accounts and after the rights issue has taken place.”.
Amendment of Eighth Schedule
70.  Part II of the Eighth Schedule to the Companies Act is amended by inserting, immediately after the words “(certified as aforesaid)” in the sixth line of the paragraph immediately below the heading “Copy of Last Audited Balance-sheet and Profit and Loss Account of the Company”, the words “and which have been laid before the company in general meeting and in compliance with the requirements of the Act”.
Amendment of Ninth Schedule
71.  The Ninth Schedule to the Companies Act is amended —
(a)by deleting sub-paragraphs (b) and (c) of paragraph 1 and substituting the following sub-paragraph:
“(b)the gross income before deduction of income tax from investments distinguishing between income received from the following:
(i)quoted investments in subsidiaries;
(ii)unquoted investments in subsidiaries;
(iii)quoted equity investments in companies other than subsidiaries;
(iv)unquoted equity investments in companies other than subsidiaries;
(v)other quoted investments; and
(vi)other unquoted investments;”;
(b)by re-lettering sub-paragraphs (d) to (n) of paragraph 1 as sub-paragraphs (c) to (m) respectively; and
(c)by deleting sub-paragraph (1)(h) of paragraph 2 and substituting the following sub-paragraph:
“(h)under separate headings, stating the method used to arrive at the amount of the investments under each heading and showing the quoted market values of investments which are quoted or dealt in on any prescribed Stock Exchange in Singapore or elsewhere —
(i)quoted investments in subsidiaries;
(ii)unquoted investments in subsidiaries;
(iii)quoted equity investments in companies other than subsidiaries;
(iv)unquoted equity investments in companies other than subsidiaries;
(v)other quoted investments; and
(vi)other unquoted investments;”.
Amendment of Tenth Schedule
72.  The Tenth Schedule to the Companies Act is amended —
(a)by deleting the words “offeree corporation” wherever they appear and substituting in each case the words “offeree company”;
(b)by deleting the word “corporation” wherever it appears in the following provisions and substituting in each case the word “company”:
 
Part A — paragraph 2 (fourth line);
 
Part B — paragraphs 4 (a) (fifth line) and 4 (c) (fourth line); and
 
Part C — paragraphs 2 (a) (third line), 2 (d) (fifth line) and 2 (h) (third line);
(c)by deleting the words “one month from that date” in the last line of paragraph 1 of Part A and substituting the words “twenty-one days from the date of despatch”;
(d)by deleting the word “number” in the third and fourth lines of paragraph 3(a) and in the second line of paragraph 4 of Part A and substituting in each case the word “percentage”;
(e)by deleting the words “forty-two days after the date of the offer” in paragraph 4(a) of Part A and substituting the words “sixty days after the date of the despatch of the offer or such later date as the Registrar may in a competitive situation or in special circumstances allow”;
(f)by deleting the words “seven days” in paragraph 4(b) of Part A and substituting the words “fourteen days from the date on which the offer would otherwise have expired”;
(g)by inserting, immediately below paragraph 4(b) of Part A, the following words:
“Where the offer becomes or is declared unconditional as to acceptances on or by an expiry date and the offeror corporation has given at least fourteen days’ notice in writing to the shareholders of the offeree company that the offer will not be open for acceptance beyond that date, the offer need not remain open for acceptance for the further period specified in sub-paragraph (b). No such notice may be given between the time when a competing offer has been announced and the resultant competitive situation has ended.”;
(h)by deleting the words “prior to notice of the scheme being given to the offeree corporation” in paragraph 6(c) of Part B; and
(i)by deleting paragraph 1 of Part C and substituting the following paragraph:
“1.  The statement shall indicate whether or not the board of directors of the offeree company recommends to shareholders the acceptance of take-over offers made, or to be made, by the offeror company under the take-over scheme.”.
Miscellaneous amendments — penalties
73.  The Companies Act is amended —
(a)by deleting the words “seven thousand five hundred dollars” in subsection (10) of section 64 and substituting the words “fifteen thousand dollars”;
(b)by deleting the words “twenty-five dollars” in subsection (4) of section 154 and substituting the words “fifty dollars”;
(c)by deleting the words “two hundred dollars” in subsection (4) of section 259 and substituting the words “eight hundred dollars”;
(d)by deleting the words “fifteen thousand dollars” in subsection (1) of section 366 and substituting the words “thirty thousand dollars”;
(e)by deleting the words “seven thousand five hundred dollars” in section 368 and substituting the words “fifteen thousand dollars”;
(f)by deleting the words “fifty dollars” in subsection (1) of section 370 and substituting the words “two hundred dollars”;
(g)by deleting the words “five hundred dollars” wherever they appear in the following sections and substituting in each case the words “two thousand dollars”:
Sections 7(7), 7(8), 7(9), 9(2), 9(6), 10(6), 23(3), 27(6), 29(6), 36, 65(5), 66(2), 76(2), 112(3), 115(4), 149(3), 156(4), 165(7), 166(3), 167(6), 176(9), 178(3), 188(4), 233(3), 240(6), 260(10), 271(3), 272(8), 284(5), 301, 303(3) and 341(4);
(h)by deleting the words “two thousand five hundred dollars” wherever they appear in the following sections and substituting in each case the words “five thousand dollars”:
Sections 27(7), 27(8), 40(4), 40(6), 44(7), 44(8), 44(10), 45(2), 48(9), 49(2), 50(2), 51(3), 67(3), 94(1), 125(1), 131(9), 132(3)(b), 136(4), 151(7), 170(3), 173(2), 177(5), 208(3), 209(3), 209(4), 234(5), 257(4), 303(1), 363(5) and 365(2)(a);
(i)by deleting the words “two hundred and fifty dollars” wherever they appear in the following sections and substituting in each case the words “one thousand dollars”:
Sections 21(2), 58(5), 59(7), 62(5), 70(9), 75(7), 80(3), 80(6), 105(2), 107(2), 109(1), 110(2), 119(2), 120(2), 121(3), 141(7), 142(10), 154(3), 158(7), 159(3), 164(9), 175(3), 181(6), 186(3), 189(4), 190(5), 226(5), 243(4), 254(3), 272(3), 272(7), 280(4), 281(1), 307(2), 342(3), 349, 358(2) and 369(2);
(j)by deleting the words “five thousand dollars” wherever they appear in the following sections and substituting in each case the words “ten thousand dollars”:
Sections 37(3), 38(9), 39(4), 41(3), 47(1), 55(6), 69N(6), 171(1), 206(1), 300(1), 300(3), 302, 328(1), 364(2) and 364A(1);
(k)by deleting the words “one thousand dollars” wherever they appear in the following sections and substituting in each case the words “two thousand dollars”:
Sections 42(3) and 130(1);
(l)by deleting the words “one thousand dollars” wherever they appear in the following sections and substituting in each case the words “four thousand dollars”:
Sections 52(6), 54(7), 74(6), 80(3), 81(2), 124(4) and 174(9);
(m)by deleting the words “three thousand dollars” wherever they appear in the following sections and substituting in each case the words “five thousand dollars”:
Sections 69J(5), 69K and 69M(10);
(n)by deleting the words “ten thousand dollars” wherever they appear in the following sections and substituting in each case the words “fifteen thousand dollars”:
Sections 134(17), 135(9), 135A(2), 171(3) and 366(3);
(o)by deleting the words “one hundred dollars” wherever they appear in the following sections and substituting in each case the words “four hundred dollars”:
Sections 157(3), 160(4) and 283(2);
(p)by deleting the words “hundred words” in section 157(2) and substituting the word “page”; and
(q)by deleting the words “hundred words or fractional part” in section 160(3) and substituting the word “page”.
Singapore Statutes Online
© 2024 Attorney-General's Chambers of Singapore,
Last updated 17 Apr 2024
Singapore Statutes Online is provided by the Legislation Division of the Attorney-General's Chambers of Singapore.