Companies (Amendment) Bill

Bill No. 3/2004

Read the first time on 5th January 2004.
An Act to amend the Companies Act (Chapter 50 of the 1994 Revised Edition) and to make consequential amendments to certain other written laws.
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 2004 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 definition of “approved company auditor” in subsection (1);
(b)by deleting the definition of “approved liquidator” in subsection (1) and substituting the following definition:
“ “approved liquidator” means —
(a)a person who falls within a class of persons declared as approved liquidators under section 9(1); or
(b)a person who has been approved under section 9(2) as a liquidator and whose approval has not been revoked;”;
(c)by inserting, immediately after the definition of “document” in subsection (1), the following definition:
“ “electronic communication” means communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person) —
(a)by means of a telecommunication system; or
(b)by other means but while in an electronic form,
such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form;”;
(d)by inserting, immediately after the definition of “prospectus” in subsection (1), the following definition:
“ “public accountant” means a person who is registered or deemed to be registered under the Accountants Act 2004 as a public accountant;”;
(e)by inserting, immediately after the definition of “Table A” in subsection (1), the following definition:
“ “telecommunication system” has the same meaning as in the Telecommunications Act (Cap. 323);”; and
(f)by inserting, immediately after subsection (9), the following subsections:
“(10)  A reference in this Act to the directors of a company shall, in the case of a company which has only one director, be construed as a reference to that director.
(11)  A reference in this Act to the doing of any act by 2 or more directors of a company shall, in the case of a company which has only one director, be construed as the doing of that act by that director.”.
Repeal and re-enactment of section 9
3.  Section 9 of the Companies Act is repealed and the following section substituted therefor:
“Approved liquidators
9.—(1)  The Minister may, by order published in the Gazette, declare that persons within a specified class of persons shall be approved liquidators for the purposes of this Act.
(2)  Any person who does not fall within a class of persons declared under subsection (1) may apply to the Minister to be approved as a liquidator for the purposes of this Act, and the Minister, if satisfied as to the experience and capacity of the applicant, may, on payment of the fee set out in the Second Schedule, approve such person as a liquidator for the purposes of this Act.
(3)  Any approval granted by the Minister under subsection (2) may be made subject to such limitations or conditions as he thinks fit and may be revoked at any time by him by the service of a written notice of revocation on the approved person.
(4)  Every approval under subsection (2) including a renewal of approval of a liquidator shall remain in force until 31st March in the third year following the year in which the approval was granted unless sooner revoked by the Minister.
(5)  The Minister may delegate his power under subsection (2) to any person charged with the responsibility for the registration or control of accountants in Singapore.
(6)  Any person who is dissatisfied with the decision of any person to whom the Minister has delegated his power under subsection (2) may appeal to the Minister who may in his discretion confirm, reverse or vary such decision.”.
Amendment of section 10
4.  Section 10 of the Companies Act is amended —
(a)by deleting the words “approved company auditor” in the 5th line of subsection (1) and substituting the words “auditor of the company”;
(b)by deleting the words “an approved company auditor” in subsection (1)(a) and substituting the words “a public accountant”; and
(c)by deleting subsections (5), (6), (7) and (8) and substituting the following subsections:
“(5)  An accounting firm shall not knowingly consent to be appointed, and shall not knowingly act, as auditor for any company and shall not prepare, for or on behalf of a company, any report required by this Act to be prepared by an auditor of the company if any partner of the firm (whether or not he is a public accountant) is a person described in subsection (1)(b), (c) or (d).
(6)  If an accounting firm contravenes subsection (5), every partner of the firm shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
(7)  An accounting corporation shall not knowingly consent to be appointed, and shall not knowingly act, as auditor for any company and shall not prepare, for or on behalf of a company, any report required by this Act to be prepared by an auditor of the company if —
(a)any director of the corporation (whether or not he is a public accountant); or
(b)any employee of the corporation, who is a public accountant and practising as such in that corporation,
is a person described in subsection (1)(b), (c) or (d).
(8)  If an accounting corporation contravenes subsection (7) —
(a)the corporation; and
(b)the director or employee who caused the contravention,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
(9)  No company or person shall appoint any individual as auditor of a company unless the individual has prior to such appointment consented in writing to act as auditor of that company.
(10)  No company or person shall appoint any accounting firm or accounting corporation as auditor of a company unless the firm or corporation has prior to such appointment consented, in writing under the hand of at least one partner of the firm or director of the corporation, as the case may be, to act as auditor of that company.
(11)  Where an accounting firm is appointed as the auditor of a company in the name of the firm, such appointment shall take effect and operate as if the partners of the firm at the time of the appointment, who are public accountants at that time, have been appointed as auditors of the company.
(12)  Where an accounting corporation is appointed as the auditor of a company in the name of the corporation, such appointment shall take effect and operate as if the directors and employees of the corporation who are practising as public accountants in that corporation have been appointed as auditors of the company.
(13)  Subsection (12) shall apply to a director or an employee practising as a public accountant in an accounting corporation, even if his appointment as director or employment with the corporation commenced after the date on which the corporation was appointed as auditor of the company.
(14)  In this section —
“accounting corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act 2004;
“accounting firm” means a firm approved or deemed to be approved as an accounting firm under the Accountants Act 2004.”.
Amendment of section 17
5.  Section 17 of the Companies Act is amended by deleting subsection (1) and substituting the following subsection:
“(1)  Subject to the provisions of this Act, any person may, whether alone or together with another person, by subscribing his name or their names to a memorandum and complying with the requirements as to registration, form an incorporated company.”.
Amendment of section 18
6.  Section 18(1) of the Companies Act is amended —
(a)by inserting, at the end of paragraph (a), the word “and”;
(b)by deleting the semi-colon at the end of paragraph (b) and substituting a full-stop; and
(c)by deleting paragraphs (c) and (d).
New section 20A
7.  The Companies Act is amended by inserting, immediately after section 20, the following section:
“Minimum of one member
20A.  A company shall have at least one member.”.
Amendment of section 22
8.  Section 22(1) of the Companies Act is amended by deleting paragraph (b).
Amendment of section 23
9.  Section 23 of the Companies Act is amended —
(a)by deleting subsection (1) and substituting the following subsections:
“(1)  Subject to the provisions of this Act and any other written law and its memorandum or articles of association, a company has —
(a)full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
(b)for the purposes of paragraph (a), full rights, powers and privileges.
(1A)  A company may have the objects of the company included in its memorandum.
(1B)  The memorandum or articles of association of a company may contain a provision restricting its capacity, rights, powers or privileges.”; and
(b)by deleting the marginal note and substituting the following section heading:
“Capacity and powers of company”.
New section 25A
10.  The Companies Act is amended by inserting, immediately after section 25, the following section:
“No constructive notice
25A.  Notwithstanding anything in the memorandum or articles of a company, a person is not affected by, or deemed to have notice or knowledge of the contents of, the memorandum or articles of, or any other document relating to, the company merely because —
(a)the memorandum, articles or document is registered by the Registrar; or
(b)the memorandum, articles or document is available for inspection at the registered office of the company.”.
Amendment of section 26
11.  Section 26 of the Companies Act is amended by deleting subsection (1) and substituting the following subsections:
“(1)  Unless otherwise provided in this Act, the memorandum of a company may be altered by special resolution.
(1A)  Subsection (1) is subject to section 26A and to any provision included in the memorandum of a company in accordance with that section.
(1B)  Notwithstanding subsection (1), a provision contained in the memorandum of a company immediately before the date of commencement of the Companies (Amendment) Act 2004 and which could not be altered under the provisions of this Act in force immediately before that date, may be altered only if all the members of the company agree.”.
New section 26A
12.  The Companies Act is amended by inserting, immediately after section 26, the following section:
“Power to entrench provisions of memorandum and articles of company
26A.—(1)  An entrenching provision may —
(a)be included in the memorandum or articles with which a company is formed; and
(b)at any time be inserted in the memorandum or articles of a company only if all the members of the company agree.
(2)  An entrenching provision may be removed or altered only if all the members of the company agree.
(3)  The provisions of this Act relating to the alteration of the memorandum or articles of a company are subject to any entrenching provision in the memorandum or articles of a company.
(4)  In this section, “entrenching provision” means a provision of the memorandum or articles of a company to the effect that other specified provisions of the memorandum or articles —
(a)may not be altered in the manner provided by this Act; or
(b)may not be so altered except —
(i)by a resolution passed by a specified majority greater than 75% (the minimum majority required by this Act for a special resolution); or
(ii)where other specified conditions are met.”.
Amendment of section 29
13.  Section 29(7) of the Companies Act is amended by deleting the words “and section 23(1)(c) shall apply to the company as if it had never had such approval under this section”.
Amendment of section 31
14.  Section 31 of the Companies Act is amended by deleting the words “restrictions, limitations and prohibitions” in subsections (1) and (2) and substituting in each case the words “restrictions and limitations”.
Amendment of section 32
15.  Section 32 of the Companies Act is amended —
(a)by deleting subsection (1);
(b)by deleting paragraph (b) of subsection (2);
(c)by deleting the words “restrictions, limitations or prohibitions” in subsection (2)(c) and substituting the words “restrictions or limitations”;
(d)by deleting the words “(1) or” in subsection (4);
(e)by deleting subsection (7); and
(f)by deleting the words “restriction, limitation or prohibition” in subsection (8) and substituting the words “restriction or limitation”.
Amendment of section 33
16.  Section 33 of the Companies Act is amended —
(a)by inserting, immediately after the words “the objects of the company” in subsection (1) , the words “, if any”; and
(b)by inserting, immediately after subsection (10), the following subsection:
“(11)  For the avoidance of doubt, a reference in this section to the alteration of any provision of the memorandum of a company or the alteration of the objects of a company includes the removal of that provision or of all or any of those objects.”.
Amendment of section 37
17.  Section 37(1) of the Companies Act is amended by inserting, immediately after the words “Subject to this Act”, the words “(in particular section 26A and any provision included in its articles in accordance with that section)”.
Repeal of section 42
18.  Section 42 of the Companies Act is repealed.
Amendment of section 80
19.  Section 80 of the Companies Act is amended by inserting, immediately after subsection (2), the following subsection:
“(3)  The Minister may, by order published in the Gazette, exempt any person or any class of persons from all or any of the provisions of this Division, subject to such terms or conditions as may be prescribed.”.
Amendment of Division heading
20.  The heading to Division 7A of Part IV of the Companies Act is amended by deleting the word “ listed”.
Amendment of section 130A
21.  Section 130A of the Companies Act is amended —
(a)by deleting the words “as a bare trustee” in the definition of “Depository”;
(b)by inserting, immediately after the word “convertibles” in the definition of “derivative instruments”, the words “, depository receipts”;
(c)by inserting, immediately after the words “an international body” in paragraph (b) of the definition of “documents evidencing title”, the words “, or any other securities”; and
(d)by deleting the definition of “securities” and substituting the following definition:
“ “securities” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap. 289), and includes derivative instruments;”.
Repeal and re-enactment of section 130B
22.  Section 130B of the Companies Act is repealed and the following section substituted therefor:
“Application of this Division
130B.—(1)  This Division shall apply only to —
(a)book-entry securities; and
(b)designated securities, as if a reference to “book-entry securities” includes a reference to designated securities.
(2)  The application of this Division to designated securities under subsection (1)(b) shall be subject to such modifications as the Minister may by order prescribe, and different modifications may be prescribed for different classes of designated securities.
(3)  In this section, “designated securities” means such securities as may be accepted or designated by the Depository or its nominee for deposit, custody, clearing or book-entry settlement.”.
Amendment of section 130C
23.  Section 130C of the Companies Act is amended by deleting the word “listed” in paragraph (a).
New section 130CA
24.  The Companies Act is amended by inserting, immediately after section 130C, the following section:
“Depository or nominee deemed to be bare trustee
130CA.—(1)  The Depository or its nominee shall be deemed to hold the book-entry securities deposited with it as a bare trustee for the collective benefit of depositors.
(2)  Subject to subsections (3) and (4), a depositor shall not have any right to specific book-entry securities deposited with the Depository or its nominee but shall be entitled to a pro rata share computed on the basis of the book-entry securities credited to one or more accounts in the name of the depositor.
(3)  A depository agent shall be deemed to hold book-entry securities deposited in its name with the Depository or its nominee, on behalf of any sub-account holder, as a bare trustee.
(4)  A sub-account holder shall not have any right to specific book-entry securities deposited with the Depository or its nominee but shall be entitled to a pro rata share computed on the basis of the book-entry securities credited to one or more accounts maintained by the sub-account holder with a depository agent.”.
Amendment of section 130D
25.  Section 130D of the Companies Act is amended —
(a)by deleting subsection (1) and substituting the following subsections:
“(1)  Notwithstanding anything in this Act or any other written law or rule of law or in any instrument or in the memorandum or articles of a corporation, where book-entry securities of the corporation are deposited with the Depository or its nominee —
(a)the Depository or its nominee (as the case may be) shall be deemed not to be a member of the corporation; and
(b)the persons named as the depositors in a Depository Register shall, for such period as the book-entry securities are entered against their names in the Depository Register, be deemed to be —
(i)members of the corporation in respect of the amount of book-entry securities (relating to the stocks or shares issued by the corporation) entered against their respective names in the Depository Register; or
(ii)holders of the amount of the book-entry securities (relating to the debentures or any derivative instrument) entered against their respective names in the Depository Register.
(1A)  Notwithstanding anything in this Act or any other written law or rule of law or in any instrument or in the memorandum or articles of a corporation, where book-entry securities relating to units in any collective investment scheme within the meaning of the Securities and Futures Act (Cap. 289) (whether or not constituted as a corporation) are deposited with the Depository or its nominee —
(a)the Depository or its nominee (as the case may be) shall be deemed not to be a holder of the book-entry securities; and
(b)the persons named as the depositors in a Depository Register shall, for such period as the book-entry securities are entered against their names in the Depository Register, be deemed to be holders of the amount of the book-entry securities entered against their respective names in the Depository Register.”;
(b)by deleting the word “listed” in subsection (2)(b); and
(c)by deleting the word “company” wherever it appears in subsections (2)(c) and (4) and substituting in each case the word “corporation”.
Amendment of section 130E
26.  Section 130E of the Companies Act is amended by deleting the word “company” wherever it appears (including the marginal note) and substituting in each case the word “corporation”.
Amendment of section 130N
27.  Section 130N(7) of the Companies Act is amended by deleting the words “section 130D(1)(b) and (2)” and substituting the words “section 130D(1), (1A) and (2)”.
Amendment of section 144
28.  Section 144 of the Companies Act is amended —
(a)by deleting subsection (1) and substituting the following subsections:
“(1)  The name of a company shall appear in legible romanised letters on —
(a)its seal; and
(b)all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, indorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the company.
(1A)  The registration number of a company shall appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.
(1B)  A company shall be guilty of an offence if default is made in complying with subsection (1) or (1A).”;
(b)by deleting subsection (3); and
(c)by inserting, immediately after the word “name” in the marginal note, the words “and registration number”.
Amendment of section 145
29.  Section 145 of the Companies Act is amended —
(a)by deleting subsection (1) and substituting the following subsection:
“(1)  Every company shall have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.”;
(b)by deleting subsection (5) and substituting the following subsection:
“(5)  Notwithstanding anything in this Act or in the memorandum or articles of the company, or in any agreement with the company, a director of a company shall not resign or vacate his office unless there is remaining in the company at least one director who is ordinarily resident in Singapore; and any purported resignation or vacation of office in breach of this subsection shall be deemed to be invalid.”; and
(c)by inserting, immediately after subsection (6), the following subsections:
“(7)  If there is a contravention of subsection (1), the Registrar may, either of his own motion or on the application of any person, direct the members of the company to appoint a director who is ordinarily resident in Singapore if he considers it to be in the interests of the company for such appointment to be made.
(8)  If the direction under subsection (7) is not complied with, each member in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part thereof during which the offence continues after conviction.
(9)  If there is a contravention of subsection (1) and —
(a)the Registrar fails to give the direction under subsection (7); or
(b)such direction has been given but is not complied with,
the court may, on the application of the Registrar or any person, order the members of the company to make the appointment if it considers it to be in the interests of the company for such appointment to be made.
(10)  If a company carries on business without having at least one director who is ordinarily resident in Singapore for more than 6 months, a person who, for the whole or any part of the period that it so carries on business after those 6 months —
(a)is a member of the company; and
(b)knows that it is carrying on business in that manner,
shall be liable for the payment of all the debts of the company contracted during the period or, as the case may be, that part of it, and may be sued therefor.”.
New section 157B
30.  The Companies Act is amended by inserting, immediately after section 157A, the following section:
“Director declarations where company has one director
157B.  Where a company only has one director, that director may make a declaration required or authorised to be made under this Act by recording the declaration and signing the record; and such recording and signing of the declaration satisfies any requirement in this Act that the declaration be made at a meeting of the directors.”.
New section 157C
31.  The Companies Act is amended by inserting, immediately after section 157B, the following section:
“Use of information and advice
157C.—(1)  Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:
(a)an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;
(b)a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence;
(c)any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee’s designated authority.
(2)  Subsection (1) shall apply to a director only if the director —
(a)acts in good faith;
(b)makes proper inquiry where the need for inquiry is indicated by the circumstances; and
(c)has no knowledge that such reliance is unwarranted.”.
Amendment of section 171
32.  Section 171 of the Companies Act is amended by inserting, immediately after subsection (1D), the following subsection:
“(1E)  Where a director is the sole director of a company, he shall not act or be appointed as the secretary of the company.”.
Repeal of section 173A
33.  Section 173A of the Companies Act is repealed.
Amendment of section 175A
34.  Section 175A of the Companies Act is amended by inserting, immediately after subsection (10), the following subsection:
“(11)  In this section, an address of a person includes any number or address used for electronic communication.”.
Amendment of section 183
35.  Section 183 of the Companies Act is amended —
(a)by deleting the words “in legible form or a permitted alternative form, or by making accessible to the member in accordance with section 173A” in subsection (3A); and
(b)by inserting, immediately after subsection (7), the following subsection:
“(8)  For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —
(a)in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
(b)in another form that —
(i)is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
(ii)is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.”.
Amendment of section 184A
36.  Section 184A of the Companies Act is amended by inserting, immediately after subsection (6), the following subsection:
“(6A)  For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —
(a)in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
(b)in another form that —
(i)is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
(ii)is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.”.
Amendment of section 184B
37.  Section 184B(1)(a) of the Companies Act is amended by deleting the words “or made accessible to” in sub-paragraph (ii).
Amendment of section 184C
38.  Section 184C of the Companies Act is amended by deleting subsection (1) and substituting the following subsection:
“(1)  The directors of a private company who wish to seek agreement to a resolution of the company and for it to be passed by written means shall send to each member, having the right to vote on that resolution at a general meeting, a copy of the text of the resolution.”.
Amendment of section 184D
39.  Section 184D(1) of the Companies Act is amended —
(a)by deleting the words “or made accessible” in paragraph (a); and
(b)by deleting the words “or made accessible to him or them in accordance with section 183(3A)” in paragraph (b) and substituting the words “him or them”.
New section 184G
40.  The Companies Act is amended by inserting, immediately after section 184F, the following section:
“Resolutions of one member companies
184G.—(1)  Notwithstanding anything in this Act, a company that has only one member may pass a resolution by the member recording the resolution and signing the record.
(2)  If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied by lodging the information or document with the resolution that is passed.”.
Amendment of section 188
41.  Section 188 of the Companies Act is amended —
(a)by inserting, immediately after the word “relate” in subsection (2), the words “, unless the contrary is proved”; and
(b)by inserting, immediately after subsection (3), the following subsections:
“(3A)   Every company shall keep minute books in which it shall cause to be entered the following matters:
(a)if the company has only one director —
(i)the passing of resolutions by that director; and
(ii)the making of declarations by that director;
(b)resolutions passed by written means under section 184A,
within one month of the passing or making of each resolution or declaration.
(3B)  The company shall ensure that minutes of the passing of a resolution referred to in subsection (3A)(b) are signed by a director within a reasonable time after the resolution is passed.
(3C)  The director of a company with only one director who has passed a resolution or made a declaration shall sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made.
(3D)  Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) shall be evidence of the resolution or declaration to which they relate, unless the contrary is proved.”.
Amendment of section 189
42.  Section 189 of the Companies Act is amended —
(a)by deleting the words “containing the minutes of proceedings of any general meeting” in subsection (1) and substituting the words “referred to in section 188(1) and (3A)”; and
(b)by deleting the words “subsection (1)” in subsection (2) and substituting the words “section 188(1) or (3A)”.
Amendment of section 192
43.  Section 192 of the Companies Act is amended by deleting subsection (1) and substituting the following subsection:
“(1)  A company may close the register of members or any class of members for one or more periods not exceeding 30 days in the aggregate in any calendar year.”.
Amendment of section 201
44.  Section 201 of the Companies Act is amended —
(a)by deleting subsection (3BA) and substituting the following subsection:
“(3BA)  Subsection (3A) does not apply to any company in relation to which consolidated accounts are not required under the Accounting Standards, and, for the avoidance of doubt, subsections (1) and (3) shall apply to that company.”;
(b)by deleting subsections (4) and (4A) and substituting the following subsections:
“(4)  The accounts referred to in subsection (4B) shall be duly audited before they are laid before the company at its annual general meeting as required by this section, and the auditor’s report required by section 207 shall be attached to or endorsed upon those accounts.
(4A)  The directors of the company shall take reasonable steps to ensure that the accounts referred to in subsection (4B) are audited as required by this Part not less than 14 days before the annual general meeting of the company and shall cause to be attached to those accounts the auditor’s report that is furnished to the directors under section 207(1A).
(4B)  In subsections (4) and (4A), “accounts”, in relation to a company, means —
(a)if the company is not one to which subsection (3A) applies, the profit and loss account and balance-sheet of the company required to be laid before the company at its annual general meeting under subsections (1) and (3); or
(b)if the company is one to which subsection (3A) applies, the consolidated accounts of the company and its subsidiaries, and the balance-sheet of the company required to be laid before the company at its annual general meeting under subsection (3A).”; and
(c)by inserting, immediately after subsection (6A), the following subsections:
“(7)  The reports referred to in subsections (5) and (6A) shall also contain such additional information as the Minister may prescribe, being information which the Minister considers necessary to facilitate an understanding by members of the company or holding company, as the case may be, of the business of the company or group of companies of the holding company, as the case may be.
(7A)  For the avoidance of doubt, the additional information referred to in subsection (7) need not relate to the profit or loss or the state of affairs of the company or group of companies of the holding company referred to in subsection (5) or (6A).”.
Repeal of section 201A
45.  Section 201A of the Companies Act is repealed.
Amendment of section 201B
46.  Section 201B of the Companies Act is amended —
(a)by deleting subsection (1) and substituting the following subsection:
“(1)  Every listed company shall have an audit committee.”;
(b)by deleting the words “not fewer than 3” in subsection (2) and substituting the words “3 or more”; and
(c)by deleting subsection (10) and substituting the following subsections:
“(10)  In this section, “listed company” means a company that is incorporated in Singapore and has been admitted to the official list of a securities exchange in Singapore and has not been removed from the official list.
(11)  Any reference in this section to a director who is not an executive director of a company is a reference to a director who is not an employee of, and does not hold any other office of profit in, the company or in any related corporation of that company in conjunction with his office of director and his membership of any audit committee, and any reference to an executive director shall be read accordingly.”.
Amendment of section 204
47.  Section 204 of the Companies Act is amended —
(a)by deleting subsection (1) and substituting the following subsections:
“(1)  If any director of a company fails to comply with section 201(1A), (3), (3A) or (15), he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
(1A)  If any director of a company —
(a)fails to comply with any provision of this Division (other than section 201(1A), (3), (3A) and (15));
(b)fails to take all reasonable steps to secure compliance by the company with any such provision; or
(c)has by his own wilful act been the cause of any default by the company of any such provision,
he 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.”; and
(b)by deleting subsection (3) and substituting the following subsection:
“(3)  If an offence under this section is committed with intent to defraud creditors of the company or creditors of any other person or for a fraudulent purpose, the offender shall be liable on conviction —
(a)in the case of an offence under subsection (1), to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both; or
(b)in the case of an offence under subsection (1A), to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years or to both.”.
Amendment of section 206
48.  Section 206 of the Companies Act is amended by inserting, immediately after subsection (1), the following subsection:
“(1A)  Without prejudice to subsection (1), a public company shall, under prescribed circumstances, undertake a review of the fees, expenses and emoluments of its auditor to determine whether the independence of the auditor has been compromised, and the outcome of the review shall be sent to all persons entitled to receive notice of general meetings of the company.”.
Amendment of section 207
49.  Section 207(2) of the Companies Act is amended —
(a)by deleting paragraph (c); and
(b)by deleting the words “paragraph (a), (aa), (b) or (c)” in paragraph (e) and substituting the words “paragraph (a), (aa) or (b)”.
Repeal of section 209B
50.  Section 209B of the Companies Act is repealed.
New sections 387A and 387B
51.  The Companies Act is amended by inserting, immediately after section 387, the following sections:
“Electronic transmission of notices of meetings
387A.—(1)  Where any notice of a meeting is required or permitted to be given, sent or served under this Act or under the memorandum or articles of a company by the company or the directors of the company to —
(a)a member of the company; or
(b)an officer or auditor of the company,
that notice may be given, sent or served using electronic communications to the current address of that person.
(2)  For the purposes of this section, a notice of a meeting shall also be treated as given or sent to, or served on a person where —
(a)the company and that person have agreed in writing that notices of meetings required to be given to that person may instead be accessed by him on a website;
(b)the meeting is a meeting to which that agreement applies;
(c)the notice is published on the website such that it is or can be made legible;
(d)that person is notified, in a manner for the time being agreed between him and the company for the purpose, of —
(i)the publication of the notice on that website;
(ii)the address of that website; and
(iii)the place on that website where the notice may be accessed, and how it may be accessed; and
(e)the notice continues to be published on and remains accessible to that person from that website throughout the period beginning with the giving of that notification and ending with the conclusion of the meeting.
(3)  For the purposes of this Act, a notice of a meeting treated in accordance with subsection (2) as given or sent to or served on any person shall be treated as so given, sent or served at the time of the notification mentioned in subsection (2)(d).
(4)  A notice of a meeting given for the purposes of subsection (2)(d) shall specify such matters or information as may be required for a notice of that type under any other provision of this Act or the memorandum or articles of that company.
(5)  Nothing in subsection (2) shall invalidate the proceedings of a meeting where —
(a)any notice of a meeting that is required to be published and remain accessible as mentioned in paragraph (e) of that subsection is published and remains accessible for a part, but not all, of the period mentioned in that paragraph; and
(b)the failure to publish and make accessible that notice throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.
(6)  A company may, notwithstanding any provision to the contrary in its memorandum or articles, take advantage of subsection (1), (2), (3), (4) or (5).
(7)  For the purposes of this section and section 387B, the current address of a person of a company, in relation to any notice or document, is a number or address used for electronic communication which —
(a)has been notified by the person in writing to the company as one at which that notice or document may be sent to him; and
(b)the company has no reason to believe that that notice or document sent to the person at that address will not reach him.
Electronic transmission of documents
387B.—(1)  Where any accounts, balance-sheet, report or other document is required or permitted to be given, sent or served under this Act or under the memorandum or articles of a company by the company or the directors of the company to —
(a)a member of the company; or
(b)an officer or auditor of the company,
that document may be given, sent or served using electronic communications to the current address of that person.
(2)  For the purposes of this section, a document shall also be treated as given or sent to, or served on a person where —
(a)the company and that person have agreed in writing to his having access to documents on a website (instead of their being sent to him);
(b)the document is a document to which that agreement applies;
(c)the document is published on the website such that it is or can be made legible; and
(d)that person is notified, in a manner for the time being agreed for that purpose between him and the company, of —
(i)the publication of the document on that website;
(ii)the address of that website; and
(iii)the place on that website where the documents may be accessed, and how it may be accessed.
(3)  Where any provision of this Act or of the memorandum or articles of the company requires any document to be given or sent to, or served on a person not less than a specified number of days before a meeting, that document, if treated in accordance with subsection (2) as given or sent to, or served on any person, shall be treated as given or sent to, or served on the person not less than the specified number of days before the date of a meeting if, and only if —
(a)the document is published on and remains accessible to that person from the website throughout a period beginning before the specified number of days before the date of the meeting and ending with the conclusion of the meeting; and
(b)the notification given for the purposes of subsection (2)(d) is given not less than the specified number of days before the date of the meeting.
(4)  Nothing in subsection (3) shall invalidate the proceedings of a meeting where —
(a)any document that is required to be published and remain accessible as mentioned in paragraph (a) of that subsection is published and remains accessible for a part, but not all, of the period mentioned in that paragraph; and
(b)the failure to publish and make accessible that document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.
(5)  A company may, notwithstanding any provision to the contrary in its articles, take advantage of subsection (1), (2), (3) or (4).”.
Amendment of section 401
52.  Section 401(2) and (2A) of the Companies Act is amended by deleting “$10,000” and substituting in each case “$50,000”.
Amendment of Second Schedule
53.  The Second Schedule to the Companies Act is amended —
(a)by deleting item 96;
(b)by deleting “9(2) and (3)” in the 2nd column of item 113 and substituting “9”; and
(c)by deleting the words “, of a company auditor or” in the 3rd column of item 113.
Repeal of Third Schedule
54.  The Third Schedule to the Companies Act is repealed.
Amendment of Fourth Schedule
55.  The Fourth Schedule to the Companies Act is amended by inserting, immediately after regulation 90, the following regulation:
“90A.  Where the company has only one director, he may pass a resolution by recording it and signing the record.”.
Amendment of Sixth Schedule
56.  The Sixth Schedule to the Companies Act is amended —
(a)by deleting the words “5 financial years” in the penultimate item in the left column of Part I and in paragraphs 1(a) and 2(2)(a) of Part II and substituting in each case the words “3 financial years”; and
(b)by deleting paragraph 4 of Part III and substituting the following paragraph:
“4.  If, in the case of a business which has been carried on or of a corporation which has been carrying on business for less than 3 years, the accounts of the business or corporation have only been made up in respect of 2 years or one year, Part II of this Schedule shall have effect as if references to 2 years or one year, as the case may be, were substituted for references to 3 years.”.
Miscellaneous amendments
57.  The following provisions of the Companies Act are amended —
(a)by deleting the words “an approved company auditor” in the following provisions and substituting in each case the words “a public accountant”:
sections 199(5), 205(3), 225(2), 227B(3)(a) and (e), 227J(2)(a) and 317(2);
(b)by deleting the word “auditor” in the 5th line of section 199(5) and substituting the words “public accountant”;
(c)by deleting the words “approved company auditor” in section 200(6) and (7) and substituting in each case the words “public accountant”;
(d)by deleting the words “approved as such” in section 227J(2)(a) and substituting the words “a public accountant”;
(e)by deleting the words “some approved company auditor” in section 276(2)(a) and substituting the words “a public accountant”;
(f)by deleting the word “auditor” in the 4th and in the 5th lines of section 317(2) and substituting in each case the words “public accountant”;
(g)by deleting the words “an approved company auditor” in section 373(6) and substituting the words “a public accountant appointed to provide auditing services in respect of the company’s operations in Singapore”; and
(h)by deleting the words “an approved company auditor” in paragraphs 1 and 2 of Part II of the Sixth Schedule and substituting in each case the words “a public accountant appointed as auditor of the company”.
References in other written laws
58.  In any written law, any reference to “an approved company auditor under the Companies Act” shall be read as a reference to “a public accountant within the meaning of the Companies Act”.
Consequential amendments to other written laws
59.  The provisions of the Acts specified in the first column of the Schedule are amended in the manner set out in the second column thereof.
Transitional and savings provisions
60.  The Minister may, by regulations, prescribe such transitional, savings and other consequential provisions as he may consider necessary or expedient.
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Last updated 21 Nov 2024
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