PART I | Short title and commencement |
| 1. This Act may be cited as the Companies Act, 1966, and shall come into operation on such date as the Minister may, by notification in the Gazette, appoint. |
2. This Act is divided into Parts, Divisions and Subdivisions as follows: — | | | | | | | | | | Administration of Act ss. 7–13. |
| Part III
Constitution of Companies ss. 14–36 |
| | | | | Division 1—Incorporation ss. 14–18. |
| | | | | | Division 2—Powers, ss. 19–36. |
| Part IV
Shares, Debentures and Charges ss. 37–118 |
| | | | | Division 1—Prospectuses ss. 37–47. |
| | | | | | Division 2—Restrictions on Allotment and Commencement of Business ss. 48–53. |
| | | | | | Division 3—Shares. ss. 54–69. |
| | | | | | Division 4—Debentures ss. 70–83. |
| | | | | | Division 5—Interests other than Shares, Debentures, etc., ss. 84–97. |
| | | | | | Division 6—Title and Transfers ss. 98–107. |
| | | | | | Division 7—Registration of Charges ss. 108–118. |
| Part V
Management and Administration ss. 119–166 |
| | | | | Division 1—Office and Name ss. 119–121. |
| | | | | | Division 2—Directors and Officers ss. 122–141. |
| | | | | | Division 3—Meetings and Proceedings ss. 142–157. |
| | | | | | Division 4—Register of Members ss. 158–164. |
| | | | | | Division 5—Annual Return ss. 165–166. |
| Part VI
Accounts and audits ss. 167–175 |
| | | | | Division 1—Accounts ss. 167–171. |
| | | | | | Division 2—Audit ss. 172–175. |
| | | | | | Arrangements, Reconstructions and Takeovers ss. 176–181. |
| | | | | | Receivers and Managers ss. 182–192. |
| | | | | | Investigations ss. 193–210. |
| Part X
Winding Up ss. 211–318 |
| | | | | Division 1—Preliminary ss. 211–216. |
| | | | | | Division 2—Winding Up by the Court ss. 217–253. |
| | | | | | Subdivision (1) General ss. 221–230. |
| | | | | | Subdivision (2) Liquidators ss. 231–240. |
| | | | | | Subdivision (3) Committees of Inspection ss. 241–242. |
| | | | | | Subdivision (4) General Powers of Court ss. 243–253. |
| | | | | | Division 3—Voluntary Winding Up ss. 254–276. |
| | | | | | Subdivision (1) Introductory ss. 254–257. |
| | | | | | Subdivision (2) Provisions applicable only to Members’ Voluntary Winding Up ss. 258–259. |
| | | | | | Subdivision (3) Provisions applicable only to Creditors’ Voluntary Winding Up ss. 260–263. |
| | | | | | Subdivision (4) Provisions applicable to every Voluntary Winding Up ss. 264–276. |
| | | | | | Division 4—Provisions applicable to every mode of Winding Up ss. 277–313. |
| | | | | | Subdivision (1)—General ss. 277–290. |
| | | | | | Subdivision (2) Proof and Ranking of Claims ss. 291–292. |
| | | | | | Subdivision (3) Effect on other Transactions ss. 293–299. |
| | | | | | Subdivision (4) Offences ss. 300–306. |
| | | | | | Subdivision (5) Dissolution ss. 307–313. |
| | | | | | Division 5—Winding Up of Unregistered Companies ss. 314–318. |
| Part XI
Various Types of Companies etc., ss. 319–349 |
| | | | | Division 1—Investment Companies ss. 319–328. |
| | | | | | Division 2—Foreign Companies ss. 329–349. |
| Part XII
General ss. 350–372 |
| | | | | Division 1—Enforcement of Act ss. 350–362. |
| | | | | | Division 2—Offences ss. 363–370. |
| | | | | | Division 3—Miscellaneous ss. 371–373. |
| Part XIII
Reciprocal Provisions with Malaysia ss. 374–390 |
| | | | | Division 1—Application ss. 374–376. |
| | | | | | Division 2—Extension to Singapore of Winding-Up Orders made in Malaysia ss. 377, 378. |
| | | | | | Division 3—Effect of Ancillary Winding-Up Order ss. 379–384. |
| | | | | | Division 4—Extension of Winding-Up Order to Malaysia ss. 385–388. |
| | | | | | Division 5—Residence of company auditors and secretaries ss. 389, 390. |
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| Notes:—The abbreviations used in the marginal references to other Acts are references to the following Acts as amended: — |
| U.K.: 11 & 12 Geo. VI 1948 (Imperial). |
| Aust: Victoria No. 6839/1961 as amended. |
| The section references to the Victoria Act are substantially the same for the Acts of the other States and Territories of Australia. |
| U.K.: 11 & 12 Geo. VI 1948 (Imperial). |
| Aust: Victoria No. 6839/1961 as amended. |
| The section references to the Victoria Act are substantially the same for the Acts of the other States and Territories of Australia. |
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| 3.—(1) The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be repealed or amended are hereby repealed or amended accordingly. [Aust.s. 4.] (2) Unless the contrary intention appears in this Act —| (a) | all persons, things and circumstances appointed or created by or under any of the repealed or amended written laws or existing or continuing under any of such written laws immediately before the date of coming into operation of this Act shall under and subject to this Act continue to have the same status operation and effect as they respectively would have had if such written laws had not been so repealed or amended; and | | (b) | in particular and without affecting the generality of paragraph (a) of this subsection, such repeal shall not disturb the continuity of status operation or effect of any Order in Council, order, rule, regulation, scale of fees, appointment, conveyance, mortgage, deed, agreement, resolution, direction, instrument, document, memorandum, articles, incorporation, nomination, affidavit, call, forfeiture, minute, assignment, register, registration, transfer, list, licence, certificate, security, notice, compromise, arrangement, right, priority, liability, duty, obligation, proceeding, matter or thing made, done, effected, given, issued, passed, taken, validated, entered into, executed, lodged, accrued, incurred, existing, pending or acquired by or under any of such written laws before the date of the coming into operation of this Act. |
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| (3) Nothing in this Act shall affect the Table in any repealed written law corresponding to Table A of the Fourth Schedule or any part thereof (either as originally enacted or as altered in pursuance of any statutory power) or the corresponding Table in any former written law relating to companies (either as originally enacted or as so altered) so far as the same applies to any company existing at the date of the coming into operation of this Act. |
| (4) The provisions of this Act with respect to winding up other than the provisions of Subdivision (5) of Division 4 of Part X shall not apply to any company or society of which the winding up has commenced before the date of coming into operation of this Act, but every such company or society shall be wound up in the same manner and with the same incidents as if this Act had not been passed and for the purposes of the winding up the written laws under which the winding up commenced shall be deemed to remain in full force. |
| (5) Paragraphs (c) and (d) of subsection (1) of section 9 shall not apply to any person in relation to a private company until the conclusion of the next annual general meeting held after the date of coming into operation of this Act if he was appointed as auditor of that company before the date of coming into operation of this Act. |
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4.—(1) In this Act, unless the contrary intention appears —| “annual general meeting” in relation to a company, means a meeting of the company required to be held by section 143; |
“annual return” means —| (a) | in relation to a company having a share capital, the return required to be made by subsection (1) of section 165, and | | (b) | in relation to a company not having a share capital, the return required to be made by subsection (5) of section 165, |
| and includes any document accompanying the return; |
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| “approved company auditor” means a person approved as such by the Minister under section 8 whose approval has not been revoked and in relation to a corporation, not being a company, includes a person qualified to act as auditor of the corporation under the law of the place in which the corporation is incorporated; |
| “approved liquidator” means an approved company auditor who has been approved by the Minister under section 8 as a liquidator and whose approval has not been revoked; |
| “articles” means articles of association; |
| “banking corporation” means a licensed bank under any written law relating to banking; |
| “books” includes accounts, deeds, writings and documents; |
| “borrowing corporation” means a corporation that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures of the corporation; |
“branch register” means —| (a) | in relation to a company —| (i) | a branch register of members of the company kept in pursuance of section 164; or | | (ii) | a branch register of holders of debentures kept in pursuance of section 70, as the case may require; and |
| | (b) | in relation to a foreign company, a branch register of members of the company kept in pursuance of section 342; |
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| “certified”, in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document and, in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the Malay language or into the English language, as the case requires; |
| “charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise; |
| “company” means a company incorporated pursuant to this Act or pursuant to any corresponding previous written law; |
| “company having a share capital” includes an unlimited company with a share capital; |
| “company limited by guarantee” means a company formed on the principle of having the liability of its members limited by the memorandum to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up; |
| “company limited by shares” means a company formed on the principle of having the liability of its members limited by the memorandum to the amount (if any) unpaid on the shares respectively held by them; |
| “contributory”, in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up, and includes the holder of fully paid shares in the company and, prior to the final determination of the persons who are contributories, includes any person alleged to be a contributory; |
“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —| (a) | any body corporate that is incorporated in Singapore and is by notice of the Minister published in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes; | | (b) | any corporation sole; | | (c) | any co-operative society; or | | (d) | any registered trade union; |
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| “Court” means the High Court or a judge thereof; |
| “corresponding previous written law” means any written law relating to companies which has been at any time in force in Singapore and which corresponds with any provision in this Act; |
| “creditors’ voluntary winding up” means a winding up under Division 3 of Part X, other than a members’ voluntary winding up; |
| “debenture” includes debenture stock, bonds, notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not; |
| “default penalty” means a default penalty within the meaning of section 370; |
| “director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director; |
| “document” includes summons, order and other legal process, and notice and register; |
| “emoluments” in relation to a director or auditor of a company includes any fees, percentages and other payments made (including the money value of any allowances or perquisites) or consideration given, directly or indirectly, to the director or auditor by that company or by a holding company or a subsidiary of that company, whether made or given to him in his capacity as a director or auditor or otherwise in connection with the affairs of that company or of the holding company or the subsidiary; |
| “equity share” means any share which is not a preference share; |
| “exempt private company” means a private company in the shares of which no beneficial interest is held directly or indirectly by any corporation and which has not more than twenty members; |
| “expert” includes engineer, valuer, accountant and any other person whose profession or reputation gives authority to a statement made by him; |
| “filed” means filed under this Act or any corresponding previous enactment; |
| “financial year” in relation to any corporation, means the period in respect of which any profit and loss account of the corporation laid before it in general meeting is made up, whether that period is a year or not; |
“foreign company” means —| (a) | a company, corporation, society, association or other body incorporated outside Singapore; or | | (b) | an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore; |
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| “guarantor corporation”, in relation to a borrowing corporation, means a corporation that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing corporation in response to an invitation to the public to subscribe for or purchase debentures of the borrowing corporation; |
| “liquidator” includes the Official Receiver when acting as the liquidator of a corporation; |
| “limited company” means a company limited by shares or by guarantee or both by shares and guarantee; |
| “lodged” means lodged under this Act or any corresponding previous enactment; |
| “manager”, in relation to a company, means the principal executive officer of the company for the time being by whatever name called and whether or not he is a director; |
| “marketable securities” means debentures, funds, stocks, shares or bonds of any Government or of any local authority or of any corporation or society and includes any right or option in respect of shares in any corporation and any interest as defined in section 84; |
| “members’ voluntary winding up” means a winding up under Division 3 of Part X, where a declaration has been made and lodged in pursuance of section 257; |
| “memorandum” means memorandum of association; |
| “minimum subscription”, in relation to any shares offered to the public for subscription, means the amount stated in the prospectus relating to the offer in pursuance of sub-paragraph (a) of paragraph 4 of the Fifth Schedule as the minimum amount which in the opinion of the directors must be raised by the issue of the shares so offered; |
| “office copy”, in relation to any Court order or other Court document, means a copy authenticated under the hand or seal of the Registrar or other proper officer of the Court; |
“officer” in relation to a corporation includes —| (a) | any director, secretary or employee of the corporation; | | (b) | a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and | | (c) | any liquidator of a company appointed in a voluntary winding up, |
| (d) | any receiver who is not also a manager; | | (e) | any receiver and manager appointed by the Court; or | | (f) | any liquidator appointed by the Court or by the creditors; |
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| “Official Receiver”, means the Official Assignee appointed under the Bankruptcy Ordinance (Cap. 11) and includes the deputy of any such Official Assignee and any person appointed as Assistant Official Assignee; |
| “Part” means Part of this Act; |
| “preference share” means a share by whatever name called, which does not entitle the holder thereof to the right to vote at a general meeting or to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise; |
| “prescribed” means prescribed by or under this Act or by the rules; |
| “principal register”, in relation to a company, means the register of members of the company kept in pursuance of section 158; |
| “printed” includes type-written or lithographed or reproduced by any mechanical means; |
“private company” means —| (a) | any company which immediately prior to the date of the coming into operation of this Act was a private company under the provisions of the repealed written laws; | | (b) | any company incorporated as a private company by virtue of section 15; or | | (c) | any company converted into a private company pursuant to the provisions of subsection (1) of section 26, |
| being a company which has not ceased to be a private company under section 26 or 27; |
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| “profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period; |
| “promoter”, in relation to a prospectus issued by or in connection with a corporation, means a promoter of the corporation who was a party to the preparation of the prospectus or of any relevant portion thereof, but does not include any person by reason only of his acting in a professional capacity; |
| “prospectus” means any prospectus, notice, circular, advertisement or invitation inviting applications or offers from the public to subscribe for or purchase or offering to the public for subscription or purchase any shares in or debentures of or any units of shares in or units of debentures of a corporation or proposed corporation; |
| “public company” means a company other than a private company; |
| “qualified legal practitioner” means an advocate and solicitor of the High Court; |
| “registered” means registered under this Act or any corresponding previous enactment; |
| “Registrar” means the Registrar of Companies under this Act and includes any Deputy or Assistant Registrar of Companies; |
| “regulations” means regulations made under this Act; |
| “repealed written laws” means the written laws repealed by this Act; |
| “resolution for voluntary winding up” means the resolution referred to in section 254; |
| “rules” means rules of Court; |
| “Schedule” means Schedule to this Act; |
| “section” means section of this Act; |
| “share” means share in the share capital of a corporation and includes stock except where a distinction between stock and shares is expressed or implied; |
| “statutory meeting” means the meeting referred to in section 142; |
| “statutory report” means the report referred to in section 142; |
| “Table A” means Table A in the Fourth Schedule; |
| “this Act” includes any regulations; |
| “trustee corporation” means a corporation that is a public company under this Act or under the law of any prescribed country which has been declared by the Minister to be a trustee corporation for the purposes of this Act; |
| “unit”, in relation to a share, debenture or other interest, means any right or interest therein, by whatever term called; |
| “unlimited company” means a company formed on the principle of having no limit placed on the liability of its members. [U.K.ss. 154, 455] |
[Aust. s. 5.] | (2) For the purposes of this Act a person shall not be regarded as a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors act on advice given by him in a professional capacity. |
| (3) For the purposes of this Act a statement included in a prospectus or statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included. |
| When statement included in prospectus |
| (4) For the purposes of this Act a statement shall be deemed to be included in a prospectus or statement in lieu of prospectus if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith. |
| Invitation to lend money deemed invitation to purchase debentures |
| (5) For the purposes of this Act any invitation to the public to deposit money with or to lend money to a corporation shall be deemed to be an invitation to subscribe for or purchase debentures of the corporation and any document that is issued or intended or required to be issued by a corporation acknowledging or evidencing or constituting an acknowledgement of the indebtedness of the corporation in respect of any money that is or may be deposited with or lent to the corporation in response to such an invitation shall be deemed to be a debenture, but an invitation to the public by a prescribed corporation as defined in subsection (7) of section 38 shall not be deemed to be an invitation to the public to deposit money with or to lend money to the corporation for the purpose of Division 4 of Part IV of this Act. |
| As to what constitutes an offer to the public |
(6) Any reference in this Act to offering shares or debentures to the public shall, unless the contrary intention appears, be construed as including a reference to offering them to any section of the public, whether selected as clients of the person issuing the prospectus or in any other manner; but a bona fide offer or invitation with respect to shares or debentures shall not be deemed to be an offer to the public if it is —| (a) | an offer or invitation to enter into an underwriting agreement; | | (b) | made to a person whose ordinary business it is to buy or sell shares or debentures whether as principal or agent; | | (c) | made to existing members or debenture holders of a corporation and relates to shares in or debentures of that corporation; or | | (d) | made to existing members of a company within the meaning of section 270 and relates to shares in the corporation within the meaning of that section. |
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| (7) Unless the contrary intention appears any reference in this Act to a person being or becoming bankrupt or to a person assigning his estate for the benefit of his creditors or making an arrangement with his creditors under any written law relating to bankruptcy or to a person being an undischarged bankrupt or to any status, condition, act, matter or thing under or in relation to the law of bankruptcy shall be construed as including a reference to a person being or becoming bankrupt or insolvent or to a person making any such assignment or arrangement or to a person being an undischarged bankrupt or insolvent or to the corresponding status, condition, act, matter or thing (as the case requires) under any written law relating to bankruptcy or insolvency. |
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| Definition of subsidiary and holding company |
5.—(1) For the purposes of this Act, a corporation shall, subject to the provisions of subsection (3) of this section, be deemed to be a subsidiary of another corporation, if —| (a) | that other corporation —| (i) | controls the composition of the board of directors of the first-mentioned corporation; or | | (ii) | controls more than half of the voting power of the first-mentioned corporation; or | | (iii) | holds more than half of the issued share capital of the first-mentioned corporation (excluding any part thereof which consists of preference shares); or |
| | (b) | the first-mentioned corporation is a subsidiary of any corporation which is that other corporation’s subsidiary. [U.K.s. 154.] |
[Aust. s. 6.] (2) For the purposes of subsection (1) of this section, the composition of a corporation’s board of directors shall be deemed to be controlled by another corporation if that other corporation by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation shall be deemed to have power to make such an appointment if —| (a) | a person cannot be appointed as a director without the exercise in his favour by that other corporation of such a power; or | | (b) | a person’s appointment as a director follows necessarily from his being a director or other officer of that other corporation. |
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(3) In determining whether one corporation is a subsidiary of another corporation —| (a) | any shares held or power exercisable by that other corporation in a fiduciary capacity shall be treated as not held or exercisable by it; | | (b) | subject to paragraphs (c) and (d) of this subsection, any shares held or power exercisable —| (i) | by any person as a nominee for that other corporation (except where that other corporation is concerned only in a fiduciary capacity); or | | (ii) | by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary which is concerned only in a fiduciary capacity, |
| shall be treated as held or exercisable by that other corporation; |
| | (c) | any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first-mentioned corporation or of a trust deed for securing any issue of such debentures shall be disregarded; and | | (d) | any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not being held or exercisable as mentioned in paragraph (c) of this subsection) shall be treated as not held or exercisable by that other corporation if the ordinary business of that other corporation or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business. |
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| (4) A reference in this Act to the holding company of a company or other corporation shall be read as a reference to a corporation of which that last-mentioned company or corporation is a subsidiary. |
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| When corporations deemed to be related to each other |
6. Where a corporation —| (a) | is the holding company of another corporation; | | (b) | is a subsidiary of another corporation; or | | (c) | is a subsidiary of the holding company of another corporation, |
| that first-mentioned corporation and that other corporation shall for the purposes of this Act be deemed to be related to each other. |
[Aust. s. 6 (5).] |
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