Companies Bill
Table of Contents
Long Title
Enacting Formula
Part I PRELIMINARY
1 Short title and commencement
2 Division into Parts
3 Repeals First Schedule
4 Interpretations
5 Definition of subsidiary and holding company
6 When corporations deemed to be related to each other
Part II ADMINISTRATION OF ACT
7 Registrar of Companies, etc.
8 Company auditors and liquidators to be approved by Minister
9 Company auditors
10 Disqualification of liquidators
11 Registers
12 Enforcement of duty to make returns
13 Relodging of lost registered documents
Part III CONSTITUTION OF COMPANIES
Division 1 Incorporation
14 Formation of companies
15 Private company
16 Registration and incorporation
17 Membership of holding company
18 Requirements as to memorandum
Division 2 Powers
19 Powers of a Company
20 Ultra vires transactions
21 General provisions as to alteration of memorandum
22 Names of companies
23 Change of name
24 Omission of "Berhad" in name of charitable and other companies
25 Registration of unlimited company as limited, etc.
26 Change from public to private company
27 Default in complying with requirements as to private companies
28 Alterations of objects in memorandum
29 Articles of association
30 Adoption of Table A of Fourth Schedule
31 Alteration of articles
32 As to memorandum and articles of companies limited by guarantee
33 Effect of memorandum and articles
34 Copies of memorandum and articles
35 Form of contracts
36 Prohibition of carrying on business with fewer than statutory minimum of members
Part IV SHARES, DEBENTURES AND CHARGES
Division 1 Prospectuses
37 Requirement to issue form of application for shares or debentures with a prospectus
38 As to invitations to the public to lend money to or to deposit money with a corporation
39 Contents of prospectuses
40 Certain advertisements deemed to be prospectuses
41 As to retention of over-subscriptions in debenture issues
42 Registration of prospectus
43 Document containing offer of shares for sale to be deemed prospectus
44 Allotment of shares and debentures where prospectus indicates application to list on Stock Exchange
45 Expert’s consent to issue of prospectus containing statement by him
46 Civil liability for misstatements in prospectus
47 Criminal liability for statement in prospectus
Division 2 Restrictions on Allotment and Commencement of Business
48 Prohibition of allotment unless minimum subscription received
49 Application and moneys to be held in trust until allotment
50 Restriction on allotment in certain cases
51 Requirements as to statements in lieu of prospectus
52 Restrictions on commencement of business in certain circumstances
53 Restriction on varying contracts referred to in prospectus, etc.
Division 3 Shares
54 Return as to allotments
55 As to voting rights of equity shares in certain companies
56 Differences in calls and payments, etc.
57 Share warrants
58 Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.
59 Power to issue shares at a discount
60 Issue of shares at premium
61 Redeemable preference shares
62 Power of company to alter its share capital
63 Validation of shares improperly issued
64 Special resolution for reduction of share capital
65 Rights of holders of classes of shares
66 Rights of holders of preference shares to be set out in memorandum or articles
67 Dealing by a company in its own shares, etc.
68 Options over unissued shares
69 Power of company to pay interest out of capital in certain cases
Division 4 Debentures
70 Register of debenture holders and copies of trust deed
71 Specific performance of contracts
72 Perpetual debentures
73 Re-issue of redeemed debentures
74 Qualifications of trustee for debenture holders
75 Retirement of trustees
76 Contents of trust deed
77 Power of Court in relation to certain irredeemable debentures
78 Duties of trustees
79 Powers of trustee to apply to the Court for directions, etc.
80 Obligations of borrowing corporation
81 Obligation of guarantor corporation to furnish information
82 Loans and deposits to be immediately repayable on certain events
83 Liability of trustees for debenture holders
Division 5 Interests other than shares, debentures, etc.
84 Interpretations
85 Approved deeds
86 Approval of deeds
87 Approval of trustees
88 Covenants to be included in deeds
89 Interests to be issued by companies only
90 Statement to be issued
91 No issue without approved deed
92 Register of interest holders
93 Returns, information, etc., relating to interests
94 Penalty for contravention of Division, etc.
95 Winding up of schemes, etc.
96 Power to exempt from compliance with Division and non-application of Division in certain circumstances
97 Liability of trustees
Division 6 Title and Transfers
98 Nature of shares
99 Numbering of shares
100 Certificate to be evidence of title
101 Company may have duplicate common seal
102 Loss or destruction of certificates
103 Instrument of transfer
104 Registrations of transfer at request of transferor
105 Notice of refusal to register transfer
106 Certification of transfers
107 Duties of company with respect to issue of certificates
Division 7 Registration of Charges
108 Registration of charges
109 Duty to register charges
110 Duty of company to register charges existing on property acquired
111 Register of charges to be kept by Registrar
112 Endorsement of certificate of registration on debentures
113 Entries of satisfaction and release of property from charge
114 Extension of time and rectification of register of charges
115 Company to keep copies of charging instruments and register of charges
116 Documents made out of Singapore
117 Charges, etc., created before coming into operation of Act
118 Application of Division
Part V MANAGEMENT AND ADMINISTRATION
Division 1 Office and Name
119 Registered office of company
120 Office hours
121 Publication of name
Division 2 Directors and Officers
122 Directors U.K. s. 176
123 Restrictions on appointment or advertisement of director
124 Qualification of director
125 Undischarged bankrupts acting as directors
126 Appointment of directors to be voted on individually
127 Validity of acts of directors and officers
128 Removal of directors
129 Age limit for directors
130 Power to restrain certain persons from managing companies
131 Disclosure of interests in contracts, property, offices, etc.
132 As to the duty and liability of officers
133 Loans to directors
134 Register of directors’ share-holdings, etc.
135 General duty to make disclosure
136 Prohibition of tax free payments to directors
137 Payments to director for loss of office, etc.
138 Provisions as to assignment of office
139 Secretary
140 Provisions indemnifying directors or officers
141 Register of directors, managers and secretaries
Division 3 Meetings and Proceedings
142 Statutory meeting and statutory report
143 Annual general meeting
144 Convening of extraordinary general meeting on requisition
145 Calling of meetings
146 Articles as to right to demand a poll
147 Quorum, chairman, voting, etc., at meetings
148 As to member’s rights at meetings
149 Proxies
150 Power of Court to order meeting
151 Circulation of members’ resolutions, etc.
152 Special resolutions
153 Resolution requiring special notice
154 Registration and copies of certain resolutions and agreements
155 Resolutions at adjourned meetings
156 Minutes of proceedings
157 Inspection of minute books
Division 4 Register of Members
158 Register and index of members
159 Where register to be kept
160 Inspection and closing of register
161 Consequences of default by agent
162 Power of Court to rectify register
163 Limitation of liability of trustee, etc., registered as owner of shares
164 Branch registers
Division 5 Annual Return
165 Annual return by a company having a share capital
166 Exemption from filing list of members with annual return for certain public companies
Part VI ACCOUNTS AND AUDIT
Division 1 Accounts
167 Accounts to be kept
168 As to accounting periods of companies within the same group
169 Profit and loss account, balance-sheet and directors’ report
170 Members of company entitled to balance-sheet, etc.
171 Penalty
Division 2 Audit
172 Appointment and remuneration of auditors
173 Auditors’ remuneration
174 Powers and duties of auditors as to reports on accounts
175 Duties of auditors to trustee for debenture holders
Part VII ARRANGEMENTS AND RECONSTRUCTIONS
176 Power to compromise with creditors and members
177 Information as to compromise with creditors and members
178 Provisions for facilitating reconstruction and amalgamation of companies
179 Take-over offers
180 Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
181 Remedy in cases of an oppression
Part VIII RECEIVERS AND MANAGERS
182 Disqualification for appointment as receiver
183 Liability of receiver
184 Power of Court to fix remuneration of receivers or managers
185 Appointment of liquidator as receiver
186 Notification of appointment of receiver
187 Statement that receiver appointed
188 Provisions as to information where receiver or manager appointed
189 Special provisions as to statement submitted to receiver
190 Lodging of accounts of receivers and managers
191 Payments of certain debts out of assets subject to floating charge in priority to claims under charge
192 Enforcement of duty of receiver, etc., to make returns
Part IX INVESTIGATIONS
193 Application of Part
194 Interpretation
195 Power to declare company or foreign company
196 Appointment of inspectors for declared companies
197 Investigation of affairs of company by inspectors at direction of Minister
198 As to reports of inspectors
199 Investigation by resolution of company
200 Procedure and costs of inquiry
201 As to costs of investigation under s. 197
202 Report of inspector to be admissible in evidence
203 Powers of inspector in relation to a declared company
204 Suspension of actions and proceedings by declared company
205 Winding up of company
206 Penalties
207 Appointment and powers of inspectors to investigate ownership of company
208 Power to require information as to persons interested in shares or debentures
209 Power to impose restrictions on shares or debentures
210 Inspectors appointed in other countries
Part X WINDING UP
Division 1 Preliminary
211 Modes of winding up
212 Application of this Division
213 Government bound by certain provisions
214 Liability as contributories of present and past members
215 Nature of liability of contributory
216 Contributories in case of death of member
Division 2 Winding up by the Court
Subdivision 1 General
217 Application of winding up
218 Circumstances in which company may be wound up by Court
219 Commencement of winding up by the Court
220 As to payment of preliminary costs, etc., by petitioner (other than company or liquidator)
221 Powers of Court on hearing petition
222 Power to stay or restrain proceedings against company
223 Avoidance of dispositions of property, etc.
224 Avoidance of certain attachments, etc.
225 Petition to be lis pendens
226 Copy of order to be lodged, etc.
Subdivision 2 Liquidators
227 Appointment, style, etc., of liquidators
228 Provisions where person other than Official Receiver is appointed liquidator
229 Control of unofficial liquidators by Official Receiver
230 Control of Official Receiver by Minister
231 Provisional liquidator
232 General provisions as to liquidators
233 Custody and vesting of company’s property
234 Statement of company’s affairs to be submitted to Official Receiver
235 Report by liquidator
236 Powers of liquidator
237 Exercise and control of liquidator’s powers
238 Payment by liquidator into bank
239 Release of liquidators and dissolution of company
240 As to orders for release or dissolution
Subdivision 3 Committees of Inspection
241 Meetings to determine whether committee of inspection to be appointed
242 Constitution and proceedings of committee of inspection
Subdivision 4 General Powers of Court
243 Power to stay winding up
244 Settlement of list of contributories and application of assets
245 Payment of debts due by contributory, to company, and extent to which set-off allowed
246 Appointment of special manager
247 Claims of creditors and distribution of assets
248 Inspection of books by creditors and contributories
249 Power to summon persons connected with company
250 Power to order public examination of promoters, directors, etc.
251 Power to arrest absconding contributory director or former director
252 Delegation to liquidator of certain powers of Court
253 Powers of Court cumulative
Division 3 Voluntary Winding Up
Subdivision 1 Introductory
254 Circumstances in which company may be wound up voluntarily
255 Provisional liquidators
256 Effect of voluntary winding up
257 Declaration of solvency
Subdivision 2 Provisions applicable only to Members’ Voluntary Winding Up
258 Liquidators
259 Duty of liquidator to call creditors’ meeting in case of insolvency
Subdivision 3 Provisions applicable only to Creditors’ Voluntary Winding Up
260 Meeting of creditors
261 Liquidators
262 Committee of inspection
263 Property and proceedings
Subdivision 4 Provisions applicable to every Voluntary Winding Up
264 Distribution of property of company
265 Appointment of liquidator
266 Removal of liquidator
267 Review of liquidator’s remuneration
268 Act of liquidator valid, etc.
269 Powers and duties of liquidator
270 Power of liquidator to accept shares, etc., as consideration for sale of property of company
271 Annual meeting of members and creditors
272 Final meeting and dissolution
273 Arrangement when binding on creditors
274 Application to Court to have questions determined or powers exercised
275 Costs
276 Limitation on right to wind up voluntarily
Division 4 Provisions applicable to every mode of Winding Up
277 Books to be kept by liquidator
278 Powers of Official Receiver where no committee of inspection
279 Appeal against decision of liquidator
280 Notice of appointment and address of liquidator
281 Liquidator’s accounts
282 Liquidator to make good defaults
283 Notification that a company is in liquidation
284 Books of company
285 Investment of surplus funds on general account
286 Unclaimed assets to be paid to Official Receiver
287 Expenses of winding up where assets insufficient
288 Resolutions passed at adjourned meetings of creditors and contributories
289 Meetings to ascertain wishes of creditors or contributories
290 Special commission for receiving evidence
Subdivision 2 Proof and Ranking of Claims
291 Proof of debts
292 Priorities
Subdivision 3 Effect on other Transactions
293 Undue preference
294 Effect of floating charge
295 Liquidator’s right to recover in respect of certain sales to or by company
296 Disclaimer of onerous property
297 Interpretation
298 Restriction of rights of creditor as to execution or attachment
299 Duties of bailiff as to goods taken in execution
Subdivision 4 Offences
300 Offences by officers of companies in liquidation
301 Inducement to be appointed liquidator
302 Penalty for falsification of books
303 Liability where proper accounts not kept
304 Responsibility for fraudulent trading
305 Power of Court to assess damages against delinquent officers, etc.
306 Prosecution of delinquent officers and members of company
Subdivision 5 Dissolution
307 Power of Court to declare dissolution of company void
308 Power of Registrar to strike defunct company off register
309 Official Receiver to act as representative of defunct company in certain events
310 Outstanding assets of defunct company to vest in Official Receiver
311 Outstanding interests in property how disposed of
312 Liability of Official Receiver and Government as to property vested in Official Receiver
313 Accounts and audit
Division 5 Winding up of unregistered companies
314 "Unregistered company"
315 Winding up of unregistered companies
316 Contributories in winding up of unregistered company
317 Power of Court to stay or restrain proceedings
318 Outstanding assets of defunct unregistered company
Part XI VARIOUS TYPES OF COMPANIES, ETC
Division 1 Investment companies
319 Interpretation
320 Restriction on borrowing by investment companies
321 Restriction on investments of investment companies
322 Restriction on underwriting by investment companies
323 Special requirements as to articles and prospectus
324 Not to hold shares in other investment companies
325 Not to speculate in commodities
326 Balance-sheets and accounts
327 Investment fluctution reserve
328 Penalties
Division 2 Foreign Companies
329 Foreign companies to which this Division applies
330 Interpretation
331 Power of foreign companies to hold immovable property
332 Documents, etc., to be lodged by foreign companies having place of business in Singapore
333 As to registered office and agents of foreign companies
334 Transitory provision
335 Return to be filed where documents, etc., altered
336 Balancesheets
337 As to fee payable on registration of foreign company because of establishment of a share register in Singapore
338 Obligation to state name of foreign company whether limited, State or country, where incorporated
339 Service of notice
340 Cesser of business in Singapore
341 Restriction on use of certain names
342 The branch register
343 Registration of shares in branch register
344 Removal of shares from branch register
345 Index of members, inspection and closing or branch registers
346 Application of provisions of Act relating to transfer
347 Branch register to be prima facie evidence
348 Certificate, re share holding
349 Penalties
Part XII GENERAL
Division 1 Enforcement of Act
350 Service of documents on company
351 Security for costs
352 As to rights of witnesses to legal representation
353 Disposal of shares of shareholder whose whereabouts unknown
354 Power to grant relief
355 Irregularities in proceedings
356 Privileged communications
357 Production and inspection of books where offence suspected
358 Form of registers etc.
359 Inspection of registers
360 Translations of instruments
361 Certificate of incorporation conclusive evidence
362 Court may compel compliance
Division 2 Offences
363 Restriction on offering shares, debentures, etc., for subscription or purchase
364 False and misleading statements
365 Dividends payable from profits only
366 Fraudulently inducing persons to invest money
367 Penalty for improper use of words "limited" and "berhad"
368 Frauds by officers
369 General penalty provisions
370 Default penalties
371 Proceedings how and when taken
Division 3 Miscellaneous
372 Rules
373 Regulations
Part XIII RECIPROCAL PROVISIONS WITH MALAYSIA
Division 1 Application
374 Power of Minister to make arrangements with Malaysia
375 Judicial notice of seals and signatures
376 Other powers and remedies not affected
Division 2 Extension to Singapore of Winding-up Orders made in Malaysia
377 Court in Malaysia empowered to transmit winding-up orders for action in aid
378 Power to stay or restrain proceedings against company
Division 3 Effect of Ancillary Winding-Up Order
379 Avoidance of attachments, etc.
380 Copy of order to be forwarded to Registrar
381 Actions stayed on ancillary winding-up order
382 Powers of ancillary liquidator
383 Power to compel discovery of property and affairs of company
384 Power of Court to determine issue transmitted by court in Malaysia
Division 4 Extension of Winding-Up Order to Malaysia
385 Winding-up order may be transmitted to Malaysia with request for aid
386 Discharge of ancillary liquidator
387 Power to appoint provisional ancillary liquidator of a company incorporated in Malaysia
388 Effect of record of evidence of person examined by court in Malaysia
Division 5 Residence of Secretary
389 Residence of Secretary
FIRST SCHEDULE
SECOND SCHEDULE Table of Fees to be Paid to the Registrar
THIRD SCHEDULE Powers
FOURTH SCHEDULE
FIFTH SCHEDULE Prospectus
SIXTH SCHEDULE Statement in Lieu of Prospectus
SEVENTH SCHEDULE Statement Required Pursuant to Division 5 of Part Iv
EIGHTH SCHEDULE
NINTH SCHEDULE Accounts
TENTH SCHEDULE (Section 179).
Explanatory Statement
Expenditure of Public Money
Table of Derivations