Singapore legislation
Section 40
Section 40
Transfer of shares or debentures
(1)
Subject to section 5 and subsections (2) to (6), sections 130AA, 130AB, 130AC and 130AD of the Companies Act 1967 apply in relation to a VCC and a transfer of any share, debenture or other interest in it, as they apply in relation to a company or public company (as the case may be) and a transfer of any share, debenture or other interest in it.
(2)
The following provision applies in place of section 130AD(3) and (4) of the Companies Act 1967 (which provides that a company and its officers are not liable as respects a transfer of its interests if a specified act in relation to the instrument of transfer is not done within the time limit of its certification of the instrument):“Where any certification by a VCC of an instrument of transfer of shares, debentures or other interests in the VCC is expressed to be limited to 42 days or any longer period from the date of certification, the VCC and its officers are not (in the absence of fraud) liable in respect of the registration of any transfer comprised in the certification after the expiry of the period so limited or any extension of the period given by the VCC, if the instrument has not within that period been lodged with the VCC for registration.”.
(3)
Despite anything in its constitution, a VCC must not register a transfer of shares or debentures unless a proper instrument of transfer has been delivered to the VCC.
(4)
Subsection (3) does not affect any power of the VCC to register as shareholder or debenture holder any person to whom the right to any shares or debentures of the VCC has been transmitted by operation of law.
(5)
A VCC may refuse to register a transfer of shares under section 130AA of the Companies Act 1967 (as applied by subsection (1)) if —
there exists a minimum requirement under the VCC’s constitution or the prospectus in respect of the issue of those shares, as to the number or value of shares that are to be held by any shareholder of the VCC, and the transfer would result in either the transferor or transferee holding less than the required minimum; or
the transfer is inconsistent with any provision of the VCC’s constitution.
(6)
Nothing in this Act requires a VCC to register a transfer or give notice to any person of a refusal to register a transfer where registering the transfer or giving the notice would result in a contravention of any law (including any law that is for the time being in force in a country or territory other than Singapore).