Singapore legislation
Section 44A
Section 44A
Interpretation of this Part
(1)
In this Part, unless the context otherwise requires —
Definition
“5% controller”, in relation to a designated entity, designated business trust or designated trust, means a person who, alone or together with the person’s associates —
holds 5% or more, but less than 12%, of the total equity interests in; or
is in a position to control 5% or more, but less than 12%, of the voting power in,the designated entity, designated business trust or designated trust, as the case may be;
Definition
“12% controller”, in relation to a designated entity, designated business trust or designated trust, means a person who, alone or together with the person’s associates —
holds 12% or more, but less than 30%, of the total equity interests in; or
is in a position to control 12% or more, but less than 30%, of the voting power in,the designated entity, designated business trust or designated trust, as the case may be;
Definition
“30% controller”, in relation to a designated entity, designated business trust or designated trust, means a person who, alone or together with the person’s associates —
holds 30% or more of the total equity interests in; or
is in a position to control 30% or more of the voting power in,the designated entity, designated business trust or designated trust, as the case may be;
Definition
“acquisition” includes an agreement to acquire, but does not include —
an acquisition by will or by operation of law; or
an acquisition by way of enforcement of a security for any loan or other debt;
Definition
“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;
Definition
“business trust” has the meaning given by section 2 of the Business Trusts Act 2004;
Definition
“control” includes control as a result of, or by means of, any trust, agreement, arrangement, understanding or practice, whether or not having legal or equitable force and whether or not based on legal or equitable rights;
Definition
“corporation” has the meaning given by section 4(1) of the Companies Act 1967;
Definition
“designated business trust” means a business trust that has been designated under section 44D as a designated business trust;
Definition
“designated entity” means an entity that has been designated under section 44D as a designated entity;
Definition
“designated trust” means a trust that has been designated under section 44D as a designated trust;
Definition
“director” has the meaning given by section 4(1) of the Companies Act 1967;
Definition
“entity” means any sole proprietorship, partnership, corporation or other body of persons, whether corporate or unincorporate;
Definition
“equity interest” means —
in relation to a corporation — a voting share in that corporation;
in relation to an entity other than a corporation — any right or interest, whether legal or equitable, in that entity (by whatever name called) which gives the holder of that right or interest voting power in that entity; (c)in relation to a business trust — a unit in that business trust; and
in relation to a trust other than a business trust — any right or interest, whether legal or equitable, in that trust (by whatever name called) which gives the holder of that right or interest voting power in that trust;
Definition
“indirect controller”, in relation to a designated entity, designated business trust or designated trust, means any person, whether acting alone or together with any other person, and whether with or without holding equity interests or controlling the voting power in the designated entity, designated business trust or designated trust, as the case may be —
whose directions, instructions or wishes the directors or other officers of the designated entity, the trustee-manager of the designated business trust, or the trustee of the designated trust (as the case may be) is accustomed or under an obligation, whether formal or informal, to act in accordance with; or
who is in a position to determine the policy of the designated entity, designated business trust or designated trust, as the case may be,but does not include —
any person who is a director or other officer of the designated entity, the trustee-manager of the designated business trust or the trustee of the designated trust, as the case may be; or
any person whose directions, instructions or wishes the directors or other officers of the designated entity, the trustee-manager of the designated business trust or the trustee of the designated trust (as the case may be) is accustomed to act in accordance with by reason only that they act on advice given by the person in that person’s professional capacity;
Definition
“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;
Definition
“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;
Definition
“officer”, in relation to a corporation, includes —
a director or secretary of, or a person employed in an executive capacity by, the corporation;
any receiver or manager, or any receiver and manager, of any part of the undertaking of the corporation, appointed under a power contained in any instrument or by the General Division of the High Court or by creditors;
any liquidator of the corporation appointed in a voluntary winding up or by the General Division of the High Court or by creditors; and
any judicial manager of the corporation appointed by the General Division of the High Court under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
Definition
“Official Receiver” means the Official Receiver as defined in section 2(1) of the Insolvency, Restructuring and Dissolution Act 2018;
Definition
“related corporation”, in relation to a corporation, means another corporation that is deemed under section 44C(2) to be related to that corporation;
Definition
“share”, in relation to a corporation, means a share in the share capital of the corporation and includes stock into which all or any of the share capital of the corporation has been converted;
Definition
“treasury share” has the meaning given by section 4(1) of the Companies Act 1967;
Definition
“trustee-manager” has the meaning given by section 2 of the Business Trusts Act 2004;
Definition
“unit” has the meaning given by section 2 of the Business Trusts Act 2004;
Definition
“unitholder” means a person who holds units in a business trust;
Definition
“unregistered company” has the meaning given by section 245 of the Insolvency, Restructuring and Dissolution Act 2018;
Definition
“voting share” has the meaning given by section 4(1) of the Companies Act 1967 but does not include a treasury share.
(2)
A reference in this Part to the control of a percentage of the voting power in a designated entity, designated business trust or designated trust is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the designated entity, a general meeting of the unitholders of the designated business trust, or a general meeting of the beneficiaries of the designated trust, as the case may be.
(3)
In ascertaining a person’s control of the percentage of the total number of votes that might be cast at a general meeting mentioned in subsection (2), the number of votes that the person is entitled to cast at the meeting by reason of having been appointed a proxy or representative to vote at the meeting is to be disregarded.
(4)
In this Part —
a reference to the business or undertaking of a designated business trust means the business or undertaking carried on by the trustee-manager of the designated business trust on behalf of the designated business trust; and (b)a reference to the business or undertaking of a designated trust means the business or undertaking carried on by the trustee of the designated trust on behalf of the designated trust.