Companies Bill - Singapore Statutes Online

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Companies Bill

Table of Contents

Bill No: 58/1966
Read the first time: 5th December 1966

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

Subdivision 1 General

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

Explanatory Statement

Expenditure of Public Money

Table of Derivations

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