PART 1 | 1. This Act is the Companies Act 1967. |
2. This Act is divided into Parts and Divisions as follows: | | Preliminary
sections 1‑7A. |
| | | Administration of this Act
sections 8‑8H, 10, 12‑15. |
| Part 3
Constitution of Companies
sections 17‑42A |
| | Division 1 — Incorporation
sections 17‑22.
Division 2 — Powers
sections 23‑41C, 42A. |
| Part 4
Shares,
Debentures and Charges
sections 59‑141 |
| | Division 2 — Restrictions on allotment and commencement of business
sections 59‑62. |
| | | Division 3 — Shares
sections 62A‑68, 70‑78. |
| | | Division 3A — Reduction of share capital
sections 78A‑78K. |
| | | Division 4 — Substantial shareholdings
sections 79‑91. |
| | | Division 5 — Debentures
sections 93‑96, 100. |
| | | Division 7 — Title and transfers
sections 121‑128, 129‑130AE. |
| | | Division 8 — Registration of charges
sections 131‑141. |
| Part 5
Management and Administration
sections 142‑198 |
| | Division 1 — Office and name
sections 142‑144. |
Division 2 — Directors and officers
sections 145‑152, 154‑160, 161‑165, 168‑169, 171‑173I. |
| | | Division 3 — Meetings and proceedings
sections 174‑189. |
| | | Division 4 — Register of members kept by public company
sections 189A‑196. |
| | | Division 4A — Electronic register of members kept by Registrar
sections 196A‑196D |
| | | Division 5 — Annual return
sections 197‑198. |
| Part 6
Financial Statements and Audit
sections 199‑209A |
| | Division 1 — Financial statements
sections 199, 201‑204. |
Division 2 — Audit
sections 205‑209A. |
| | | Arrangements, Reconstructions and Amalgamations
sections 210‑211, 212, 215‑216B. |
| | | Investigations
sections 228‑233, 235‑246. |
| | | Dissolution
sections 344‑344H |
| Part 10A
sections 355‑364A |
| | Transfer of Registration
sections 355‑364A. |
| Part 11
Various Types of Companies, etc.
sections 365‑386 |
| | Division 2 — Foreign Companies
sections 365‑373, 375‑384, 386. |
| Part 11A
sections 386AA‑386AP |
| | Register of Controllers and Nominee Director of Companies
sections 386AA‑386AP. |
| Part 12
General
sections 387‑411 |
| | Division 1 — Enforcement of this Act
sections 386A‑399. |
| | | Division 2 — Offences
sections 401‑409B. |
| | | Division 3 — Miscellaneous
sections 409C‑411. |
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3.—(1) The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be repealed or amended are repealed or amended accordingly.(2) Unless the contrary intention appears in this Act —| (a) | all persons, things and circumstances appointed or created under any of the repealed or amended written laws or existing or continuing under any of such written laws immediately before 29 December 1967 continue under and subject to this Act 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 limiting paragraph (a), such repeal does 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 under any of such written laws before that date. |
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| (3) Nothing in this Act affects the Table in any repealed written law corresponding to Table A in the repealed Fourth Schedule in force immediately before 3 January 2016 or any part thereof (either as originally enacted or as altered pursuant to 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 on 29 December 1967. [36/2014] |
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4.—(1) In this Act, unless the contrary intention appears —| “accounting corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act 2004; |
| “accounting entity” means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership; |
| “accounting firm” means a firm approved or deemed to be approved as an accounting firm under the Accountants Act 2004; |
| “accounting limited liability partnership” means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Act 2004; |
| “accounting records”, in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporation are made up; |
| “Accounting Standards” means the accounting standards made or formulated by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007 and applicable to companies and to foreign companies in respect of their operations in Singapore for the purposes of this Act; [Act 36 of 2022 wef 01/04/2023] |
| “accounts” means profit and loss accounts and balance sheets and includes notes (other than auditors’ reports or directors’ reports) attached or intended to be read with any of those profit and loss accounts or balance sheets; |
| “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 or any of the written laws specified in the Second Schedule to that Act; [Act 21 of 2024 wef 09/12/2024] |
| “Act” includes any regulations; |
| [Deleted by Act 21 of 2024 wef 09/12/2024] |
| “annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175; |
| “annual return” means the return required to be lodged under section 197(1); |
| “approved exchange in Singapore” means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001; |
| “audit requirements” means the requirements of sections 201(8) and (9) and 207; |
| “Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004; |
| “Authority’s website” means the Authority’s Internet website; |
| “banking corporation” means a bank or merchant bank licensed under the Banking Act 1970; |
| “book‑entry securities” has the meaning given by section 81SF of the Securities and Futures Act 2001; |
| “books” includes any account, deed, writing or document and any other record of information, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise; |
| “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”, in relation to a company, means —| (a) | a branch register of members of the company kept pursuant to section 196; or | | (b) | a branch register of holders of debentures kept pursuant to section 93, |
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| “business day” means any day other than a Saturday, Sunday or public holiday; |
| “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 English language; |
| “charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise; |
“chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who —| (a) | is in direct employment of, or acting for or by arrangement with, the company; and | | (b) | is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be; |
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“commencement of winding up” —| (a) | in a winding up by the Court, has the meaning given by section 126 of the Insolvency, Restructuring and Dissolution Act 2018; and | | (b) | in a voluntary winding up, has the meaning given by section 161(6) of the Insolvency, Restructuring and Dissolution Act 2018; |
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| “company” means a company incorporated under this Act or under 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 constitution 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 constitution to the amount (if any) unpaid on the shares respectively held by them; |
“constitution”, in relation to a company, means —| (a) | the constitution of the company which is registered with the Registrar under section 19, as may be amended from time to time; and | | (b) | in the case of a company incorporated before 3 January 2016, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date; |
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“contact address”, in relation to an individual, means an address that meets all of the following conditions:| (a) | it is a physical address at which the individual can be physically found or contacted by post; | | (b) | it is not a post office box number; | | (c) | it is located in the same jurisdiction as the individual’s residential address; [Act 21 of 2024 wef 09/12/2024] |
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| “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 notification of the Minister 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 cooperative society; | | (d) | any registered trade union; [Act 30 of 2024 wef 01/11/2024] | | (da) | any platform work association registered under the Platform Workers Act 2024; or [Act 30 of 2024 wef 01/11/2024] | | (e) | any limited liability partnership; |
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| “Court” means the General Division of the High Court; |
| “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; |
“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, but does not include —| (a) | a cheque, letter of credit, order for the payment of money or bill of exchange; | | (b) | subject to the regulations, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months; | | (c) | for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be; |
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| “default penalty” means a default penalty within the meaning of section 408; |
| “Depository” has the meaning given by section 81SF of the Securities and Futures Act 2001; |
| “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 or the majority of 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; |
“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; |
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| “electronic transaction system” means the electronic transaction system mentioned in section 12A(1); [Act 21 of 2024 wef 09/12/2024] |
| “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 the director or auditor in the director’s or auditor’s capacity as such or otherwise in connection with the affairs of that company or of the holding company or the subsidiary; |
“exempt private company” means —| (a) | 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 20 members; or | | (b) | any private company, being a private company that is wholly owned by the Government, which the Minister, in the national interest, declares by notification in the Gazette to be an exempt private company; |
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| “expert” includes an engineer, a valuer, an accountant and any other person whose profession or reputation gives authority to a statement made by him or her; |
| “filed” means filed under this Act or any corresponding previous written law; |
“financial year” —| (a) | in relation to a corporation — means the period in respect of which the financial statements of the corporation is made up, whether that period is a year or not; and | | (b) | in relation to a company — is also to be determined in accordance with section 198; |
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“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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“full name” or “name” means —| (a) | in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or | | (b) | in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available; [Act 21 of 2024 wef 09/12/2024] |
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“identification” means —| (a) | in the case of an individual issued with an identity card under the National Registration Act 1965 — the number of the individual’s identity card; and | | (b) | in the case of an individual not issued with an identity card under that Act — particulars of the individual’s passport or such other similar evidence of identity as is acceptable to the Registrar; |
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| “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, prior to the expiry of the period of 2 years as specified in section 17(6), a company limited both by shares and guarantee; |
| “limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005; |
| “listed”, in relation to a company or corporation, means a company or corporation that has been admitted to the official list of an approved exchange in Singapore and has not been removed from that official list; |
| “lodged” means lodged under this Act or any corresponding previous written law; |
| “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 units in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; |
| “minimum subscription”, in relation to any shares offered to the public for subscription, means the amount stated in the prospectus relating to the offer 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 or secretary of the corporation or a person employed in an executive capacity by 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; | | (f) | any liquidator appointed by the Court or by the creditors; or | | (g) | a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018; |
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| “Official Assignee” means the Official Assignee appointed under section 16(1) of the Insolvency, Restructuring and Dissolution Act 2018 and includes a Deputy Official Assignee, a Senior Assistant Official Assignee and an Assistant Official Assignee; |
| “Official Receiver” means the Official Receiver appointed under section 17(1) of the Insolvency, Restructuring and Dissolution Act 2018 and includes a Deputy Official Receiver, a Senior Assistant Official Receiver and an Assistant Official Receiver; |
| “prescribed” means prescribed under this Act or by the rules; |
| “principal register”, in relation to a company, means the register of members of the company kept pursuant to section 190; |
| “printed” includes typewritten or lithographed or reproduced by any mechanical means; |
“private company” means —| (a) | any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws; | | (b) | any company incorporated as a private company by virtue of section 18; or | | (c) | any company converted into a private company pursuant to section 31(1), |
| being a company which has not ceased to be a private company under section 31 or 32; |
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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; |
“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —| (a) | inviting applications or offers from the public to subscribe for or purchase; or | | (b) | offering to the public for subscription or purchase, |
| any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 257 of the Securities and Futures Act 2001, but does not include — |
| (c) | a profile statement; or | | (d) | any material, advertisement or publication which is authorised by section 251 (other than subsection (5)) of that Act; |
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| “public accountant” means a person who is registered or deemed to be registered under the Accountants Act 2004 as a public accountant; |
| “public company” means a company other than a private company; |
| “registered” means registered under this Act or any corresponding previous enactment; |
| “registered qualified individual” means a qualified individual registered under section 32 of the Accounting and Corporate Regulatory Authority Act 2004; |
| “Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies; |
| “regulations” means regulations made under this Act; |
| “related corporation”, in relation to a corporation, means a corporation that is deemed to be related to the firstmentioned corporation by virtue of section 6; |
| “repealed written laws” means the written laws repealed by this Act; |
“residential address” means —| (a) | in the case of a person registered under the National Registration Act 1965 — the place of residence of that person as registered under that Act; or | | (b) | in the case of a person not registered under the National Registration Act 1965 — the usual residential address of that person; |
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| “Rules” means Rules of Court; |
| “share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied; |
| “solicitor” means an advocate and solicitor of the Supreme Court; |
| “statutory meeting” means the meeting mentioned in section 174; |
| “statutory report” means the report mentioned in section 174; |
| “summary financial statement” means a summary financial statement referred to in section 203A; |
| “telecommunication system” has the meaning given by the Telecommunications Act 1999; |
“treasury share” means a share which —| (a) | was (or is treated as having been) purchased by a company in circumstances in which section 76H applies; and | | (b) | has been held by the company continuously since the treasury share was so purchased; |
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| “unit”, in relation to a share, debenture or other interest, means any right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever name called and includes any option to acquire any such right or interest in the share, debenture or other interest; |
| “unlimited company” means a company formed on the principle of having no limit placed on the liability of its members; |
| “VCC” means a VCC or variable capital company as defined in section 2(1) of the VCC Act; |
| “VCC Act” means the Variable Capital Companies Act 2018; |
| “virtual meeting technology” means any technology that allows a person to participate in a meeting without being physically present at the place of meeting; [Act 17 of 2023 wef 01/07/2023] |
“voting share”, in relation to a body corporate, means an issued share in the body corporate, not being —| (a) | a share to which, in no circumstances, is there attached a right to vote; or | | (b) | a share to which there is attached a right to vote only in one or more of the following circumstances:| (i) | during a period in which a dividend (or part of a dividend) in respect of the share is in arrear; | | (ii) | upon a proposal to reduce the share capital of the body corporate; | | (iii) | upon a proposal that affects rights attached to the share; | | (iv) | upon a proposal to wind up the body corporate; | | (v) | upon a proposal for the disposal of the whole of the property, business and undertakings of the body corporate; | | (vi) | during the winding up of the body corporate. [39/2007; 36/2014; 4/2017; 15/2017; 40/2018; 44/2018; 40/2019; 1/2020] |
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| (2) For the purposes of this Act, a person (A) is not regarded as a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act by reason only that the directors or the majority of the directors act on advice given by A in a professional capacity. [36/2014] |
| (3) For the purposes of this Act, a statement included in a statement in lieu of prospectus is deemed to be untrue if it is misleading in the form and context in which it is included. |
| When statement included in statement in lieu of prospectus |
| (4) For the purposes of this Act, a statement is deemed to be included in a 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 lend money to a corporation (other than a corporation that is a prescribed entity mentioned in section 239(4) of the Securities and Futures Act 2001 is deemed to be an invitation to subscribe for or purchase debentures of the corporation. |
| (5A) For the purposes of this Act, any document that is issued or intended or required to be issued by a corporation acknowledging or evidencing or constituting an acknowledgment 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 is deemed to be a debenture. |
| (6) [Deleted by Act 42 of 2001] |
| (7) Unless the contrary intention appears, any reference in this Act to a person being or becoming bankrupt or to a person assigning the person’s estate for the benefit of the person’s creditors or making an arrangement with the person’s 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 is to 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. |
| As to what constitutes affairs of a corporation |
(8) A reference in section 8A, 8C, 8D, 216, Part 9 or section 402 to the affairs of a corporation is, unless the contrary intention appears, to be construed as including a reference to —| (a) | the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with another person or other persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with another person or other persons and including property held as agent, bailee or trustee), liabilities (including liabilities owed jointly with another person or other persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the corporation; | | (b) | in the case of a corporation (not being a trustee corporation) that is a trustee (but without limiting paragraph (a)), matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust; | | (c) | the internal management and proceeding of the corporation; | | (d) | any act or thing done (including any contract made and any transaction entered into) by or on behalf of the corporation, or to or in relation to the corporation or its business or property, at a time when —| (i) | a receiver, or a receiver and manager, is in possession of, or has control over, property of the corporation; | | (ii) | the corporation is under judicial management; | | (iii) | a compromise or an arrangement made between the corporation and another person or other persons is being administered; or | | (iv) | the corporation is being wound up, |
| and, without limiting the foregoing, any conduct of such a receiver or such a receiver and manager, or such a judicial manager, of any person administering such a compromise or arrangement or of any liquidator or provisional liquidator of the corporation; |
| | (e) | the ownership of shares in, debentures of, and interests issued by, the corporation; | | (f) | the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the corporation or to dispose of, or to exercise control over the disposal of, such shares; | | (g) | matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the corporation or are or have been able to control or materially to influence the policy of the corporation; | | (h) | the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, or interests issued by, the corporation; | | (i) | where the corporation has issued interests, any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the interests relate; and | | (j) | matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters referred to in any of the preceding paragraphs. [40/2018] |
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| (9) For the purposes of this Act, wherever a reference to the affairs of a company or a foreign company appears it is to be construed as including a reference to the affairs of a corporation as defined in subsection (8). |
| (10) A reference in this Act to the directors of a company is, in the case of a company which has only one director, to 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 is, in the case of a company which has only one director, to be construed as the doing of that act by that director. |
| (12) For the purposes of section 20(3), 27(2), (5), (5AA), (5A) or (12C), 28(3), (3D), (3DA) or (3E), 29(8A), 155B(8), 359(9), 360(3), 369(2), 377(13) or 378(5), (9) or (16), any reference to the Minister includes a reference to a Minister of State for his or her Ministry who is authorised by the Minister for the purposes of hearing an appeal under that section. [36/2014; 15/2017; 40/2018] |
(13) With effect from 3 January 2016 —| (a) | the memorandum of association and the articles of association of a company that are in force for the company immediately before that date —| (i) | are collectively deemed to constitute, and have effect as, that company’s constitution; and | | (ii) | may be amended by the company from time to time in the same manner as the constitution of a company; and |
| | (b) | any reference in any written law and in any contract or other document having legal effect to the memorandum of association, or the articles of association, or both, of a company is deemed to refer to the company’s constitution. [36/2014] |
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| Definition of subsidiary and holding company |
5.—(1) For the purposes of this Act, a corporation is, subject to subsection (3), deemed to be a subsidiary of another corporation, if —| (a) | that other corporation —| (i) | controls the composition of the board of directors of the firstmentioned corporation; or | | (ii) | controls more than half of the voting power of the firstmentioned corporation; or |
| | (b) | the firstmentioned corporation is a subsidiary of any corporation which is that other corporation’s subsidiary. [36/2014] |
(2) For the purposes of subsection (1), the composition of a corporation’s board of directors is 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 is deemed to have power to make such an appointment if —| (a) | a person cannot be appointed as a director without the exercise in his or her favour by that other corporation of such a power; or | | (b) | a person’s appointment as a director follows necessarily from his or her 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 is to be treated as not held or exercisable by it; | | (b) | subject to paragraphs (c) and (d), 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, |
| is to 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 firstmentioned corporation or of a trust deed for securing any issue of such debentures is to 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)) is to 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 is a reference to a corporation of which that last mentioned company or corporation is a subsidiary. |
| (5) For the purposes of this Act, the Depository is not to be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee. [36/2014] |
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| Definition of ultimate holding company |
5A. For the purposes of this Act, a corporation is the ultimate holding company of another corporation if —| (a) | the other corporation is a subsidiary of the firstmentioned corporation; and | | (b) | the firstmentioned corporation is not itself a subsidiary of any corporation. |
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| Definition of wholly owned subsidiary |
5B. For the purposes of this Act, a corporation is a wholly owned subsidiary of another corporation if none of the members of the firstmentioned corporation is a person other than —| (a) | that other corporation; | | (b) | a nominee of that other corporation; | | (c) | a subsidiary of that other corporation being a subsidiary none of the members of which is a person other than that other corporation or a nominee of that other corporation; or | | (d) | a nominee of such 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 firstmentioned corporation and that other corporation are for the purposes of this Act deemed to be related to each other. |
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| 7.—(1) The following subsections have effect for the purposes of Division 4 of Part 4 and sections 163, 164 and 165 and subsection (6A), in addition, also has effect for the purposes of section 244. [36/2014] | (1A) Subject to this section, a person has an interest in shares if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those shares. [36/2014] |
| (1B) For the purposes of subsection (1A), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular shares is, or is capable of being made, subject to restraint or restriction. [36/2014] |
| (2) Where any property held in trust consists of or includes shares and a person knows, or has reasonable grounds for believing, that the person has an interest under the trust, the person is deemed to have an interest in those shares. [36/2014] |
(3) A unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001 —| (a) | that is the subject of an offer of units within the meaning of section 283 of that Act and that has been so subscribed or purchased; or | | (b) | that is issued for the purpose of an offer of units within the meaning of section 283 of that Act and is held by the manager of the collective investment scheme concerned, |
| does not constitute an interest in a share. |
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(4) Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share and —| (a) | the body corporate is, or its directors are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of a person; or | | (b) | a person has a controlling interest in the body corporate, |
| that person is deemed to have an interest in that share. |
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(4A) Where a body corporate has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a share and —| (a) | a person is; | | (b) | the associates of a person are; or | | (c) | a person and the person’s associates are, |
| entitled to exercise or control the exercise of not less than 20% of the voting power in the body corporate, that person is deemed to have an interest in that share. |
[36/2014] |
(5) For the purposes of subsection (4A), a person is an associate of another person if the firstmentioned person is —| (a) | a subsidiary of that other person; | | (b) | a person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the share mentioned in subsection (4A); or | | (c) | a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the share mentioned in subsection (4A). [36/2014] |
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(6) Where a person —| (a) | has entered into a contract to purchase a share; | | (b) | has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to the person or to the person’s order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; | | (c) | has the right to acquire a share, or an interest in a share, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or | | (d) | is entitled (otherwise than by reason of the person having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members) to exercise or control the exercise of a right attached to a share, not being a share of which the person is the registered holder, |
| that person is deemed to have an interest in that share. |
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| (6A) For the purposes of Division 4 of Part 4 and sections 163 to 165 and 244, a book‑entry security is to be treated as if it were an interest in a share. [36/2014] |
| (7) A person is not to be deemed not to have an interest in a share by reason only that the person has the interest in the share jointly with another person. |
| (8) It is immaterial, for the purposes of determining whether a person has an interest in a share, that the interest cannot be related to a particular share. |
(9) There is to be disregarded —| (a) | an interest in a share if the interest is that of a person who holds the share as bare trustee; | | (b) | an interest in a share if the interest is that of a person whose ordinary business includes the lending of money if the person holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money; | | (c) | an interest of a person in a share, if that interest is an interest held by the person by reason of the person holding a prescribed office; | | (ca) | an interest of a company in its own shares if that interest is purchased or otherwise acquired in accordance with sections 76B to 76G (including treasury shares); and | | (d) | a prescribed interest in a share, being an interest of such person, or of the persons included in such class of persons, as is prescribed. [36/2014] |
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(10) An interest in a share is not to be disregarded by reason only of —| (a) | its remoteness; | | (b) | the manner in which it arose; or | | (c) | the fact that the exercise of a right conferred by the interest is, or is capable of being made, subject to restraint or restriction. |
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| Solvency statement and offence for making false statement |
7A.—(1) In this Act, unless the context otherwise requires, “solvency statement”, in relation to a proposed redemption of preference shares by a company out of its capital under section 70, a proposed giving of financial assistance by a company under section 76(9A) or (9B) or a proposed reduction by a company of its share capital under section 78B or 78C, means a statement by the directors of the company that they have formed the opinion —| (a) | that, as regards the company’s situation at the date of the statement, there is no ground on which the company could then be found to be unable to pay its debts; | | (b) | where —| (i) | it is intended to commence winding up of the company within the period of 12 months immediately after the date of the statement, that the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or | | (ii) | it is not intended so to commence winding up, that the company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of the statement; and |
| | (c) | that the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed redemption, giving of financial assistance or reduction (as the case may be), become less than the value of its liabilities (including contingent liabilities), |
| being a statement which complies with subsection (2). |
[36/2014] (2) The solvency statement —| (a) | if the company is exempt from audit requirements under section 205B or 205C, must be in the form of a written declaration signed by every director; or | | (b) | if the company is not such a company, must be in the form of a written declaration signed by every director or must be accompanied by a report from its auditor that the auditor has inquired into the affairs of the company and is of the opinion that the statement is not unreasonable given all the circumstances. [36/2014] |
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| (3) In forming an opinion for the purposes of subsection (1)(a) and (b), the directors of the company must take into account all liabilities of the company (including contingent liabilities). |
(4) In determining, for the purposes of subsection (1)(c), whether the value of the company’s assets is or will become less than the value of its liabilities (including contingent liabilities) the directors of the company —| (a) | must have regard to —| (i) | the most recent financial statements of the company that comply with section 201(2) and (5), as the case may be; and | | (ii) | all other circumstances that the directors know or ought to know affect, or may affect, the value of the company’s assets and the value of its liabilities (including contingent liabilities); and |
| | (b) | may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances. [36/2014] |
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(5) In determining, for the purposes of subsection (4), the value of a contingent liability, the directors of a company may take into account —| (a) | the likelihood of the contingency occurring; and | | (b) | any claim the company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability. |
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| (6) A director of a company who makes a solvency statement without having reasonable grounds for the opinions expressed in it shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both. |
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