Singapore legislation
Section 81
Section 81
Register of members
(1)
A VCC must keep a register of its members and enter in it —
the name and address of each member;
a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate (if any) evidencing the member’s holding;
the name and registration number of the sub-fund, and share class (if applicable) to which the shares held by each member relates;
the amount paid or agreed to be considered as paid on the shares of each member;
the date at which the name of each person was entered in the register as a member;
the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and
the date of every allotment of shares to members and the number of shares comprised in each allotment.
(2)
Despite subsection (1), a VCC may keep the names and particulars relating to persons who have ceased to be members of the VCC separately, and the names and particulars relating to former members need not be supplied to any person who applies for a copy of the register unless that person specifically requests the names and particulars of former members.
(3)
The register of members is prima facie evidence of any matter required or authorised by this Act to be included in it.
(4)
Every VCC having more than 50 members must —
unless the register of members is in such a form as to constitute in itself an index, keep an index in convenient form of the names of the members; and
within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration to the index.
(5)
The index must, in respect of each member, contain a sufficient indication to enable the account of that member in the register to be readily found.
(6)
If subsection (1), (4) or (5) is contravened, the VCC and every officer of the VCC who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000, and also to a default penalty.
(7)
Sections 191 and 194 of the Companies Act 1967 apply in relation to the register of members and index of a VCC, as they apply in relation to the register of members and index of a public company, subject to section 5 and subsection (8).
(8)
In addition to the grounds in section 194(1) of the Companies Act 1967, an application under that provision may be made to the Court for any default in entering in the register of members any information in subsection (1) concerning shares held by a person.
(9)
Despite section 194 of the Companies Act 1967 as applied by subsection (7), a VCC may, without an application to the Court, at any time rectify any error or omission in the register of members (including any overstatement or understatement of the VCC’s issued share capital), but only if —
the rectification does not adversely affect any person; or
the person so adversely affected agrees to the rectification.
(10)
Where —
by reason of section 191(1)(b) of the Companies Act 1967 as applied by subsection (7), the register of members is kept at the office of some person other than the VCC; and
by reason of any default of that other person, the VCC contravenes section 191(1) or (2) of the Companies Act 1967 as applied by subsection (7), section 82(1), (2) or (3), or any requirement of this Act as to the production of the register,then that other person shall be liable to the same penalties for such contravention as if the person were an officer of the VCC who was in default, and the power of the Court under section 399 of the Companies Act 1967 (as applied by section 160) extends to making an order against that other person as well as the person’s officers and employees.
(11)
Subject to section 5, section 195 of the Companies Act 1967 applies in relation to shares in a VCC as it applies in relation to shares in a company.