Singapore legislation
Section 81SJ
Section 81SJ
Depository not member of company and depositors deemed to be members
(1)
Despite anything in the Companies Act 1967 or any other written law or rule of law or in any instrument or in the constitution of a corporation, where book‑entry securities of the corporation are deposited with the Depository or its nominee —
the Depository or its nominee (as the case may be) is deemed not to be a member of the corporation; and
the persons named as the depositors in a Depository Register are, for such period as the book‑entry securities are entered against their names in the Depository Register, deemed to be —
members of the corporation in respect of the amount of book‑entry securities (relating to the stocks or shares issued by the corporation) entered against their respective names in the Depository Register; or
holders of the amount of the book‑entry securities (relating to the debentures or any derivative instrument) entered against their respective names in the Depository Register.
(2)
Despite anything in the Companies Act 1967 or any other written law or rule of law or in any instrument or in the constitution of a corporation, where book‑entry securities relating to units in any collective investment scheme (whether or not constituted as a corporation) are deposited with the Depository or its nominee —
the Depository or its nominee (as the case may be) is deemed not to be a holder of the book‑entry securities; and
the persons named as the depositors in a Depository Register are, for such period as the book‑entry securities are entered against their names in the Depository Register, deemed to be holders of the amount of the book‑entry securities entered against their respective names in the Depository Register.
(3)
Nothing in this Part is to be construed as affecting —
the obligation of a public company to keep —
a register of its members under section 190 of the Companies Act 1967 and allow inspection of the register under section 192 of the Companies Act 1967; and
a register of holders of debentures issued by the company under section 93 of the Companies Act 1967 and allow inspection of the register under that section,except that the company is not obliged to enter in such registers the names and particulars of persons who are deemed members or holders of debentures under subsection (1)(b);
the right of a depositor to withdraw the depositor’s documents evidencing title in respect of securities from the Depository at any time in accordance with the rules of the Depository and to register them in the depositor’s or any other name; or
the enjoyment of any right, power or privilege conferred by, or the imposition of any liability, duty or obligation under the Companies Act 1967, any rule of law or under any instrument or under the constitution of a corporation upon a depositor, as a member of a corporation or as a holder of debentures or any derivative instruments except to the extent provided for in this Part or prescribed by regulations made thereunder.
(4)
Despite any provision in the Companies Act 1967, a depositor is not regarded as a member of a company entitled to attend any general meeting of the company and to speak and vote thereat unless the depositor’s name appears on the Depository Register 72 hours before the general meeting.
(5)
The payment by a corporation to the Depository of any dividend payable to a depositor, to the extent of the payment made, discharges the corporation from any liability in respect of that payment.