Singapore legislation

Clause 11

of Companies Bill

Clause 11

Registers

(1)

The Registrar shall, subject to this Act, keep such registers as he considers necessary in such form as he thinks fit.[Aust.s. 12.]

(2)

Any person may, on payment of the prescribed fee —

(a)

inspect any document filed or lodged with the Registrar; or

(b)

require a certificate of the incorporation of any company or any other certificate issued under this Act or a copy of or extract from any document kept by the Registrar to be given or certified by the Registrar.

(3)

A copy of or extract from any document filed or lodged at the office of the Registrar certified to be a true copy or extract under the hand and seal of the Registrar shall in any proceedings be admissible in evidence as of equal validity with the original document.

(4)

In any legal proceedings a certificate under the hand and seal of the Registrar that a requirement of this Act specified in the certificate —

(a)

had or had not been complied with at a date or within a period specified in the certificate; or

(b)

had been complied with upon a date specified in the certificate but not before that date,shall be received as prima facie evidence of the matters specified in the certificate.

(5)

If the Registrar is of opinion that any document submitted to him —

(a)

contains matter contrary to law;

(b)

by reason of any omission or misdescription has not been duly completed;

(c)

does not comply with the requirements of this Act; or

(d)

contains any error, alteration or erasure,he may refuse to register or receive the document and request that the document be appropriately amended or completed and re-submitted or that a fresh document be submitted in its place.

(6)

Any person aggrieved by the refusal of the Registrar to register any corporation or to register or receive any document or by any other act or decision of the Registrar may appeal to the Court which may confirm the refusal act or decision or give such directions in the matter as seem proper or otherwise determine the matter but this subsection shall not apply to any act or decision of the Registrar —

(a)

in respect of which any provision in the nature of an appeal or review is expressly provided in this Act; or

(b)

which is declared by this Act to be conclusive or final or is embodied in any document declared by this Act to be conclusive evidence of any act matter or thing.

(7)

The Registrar may, if in his opinion it is no longer necessary or desirable to retain them, destroy or give to the National Archives and Records Centre —

(a)

in the case of a corporation —

(i)

any return of allotment of shares for cash which has been lodged or filed for not less than six years;

(ii)

any annual return or balance sheet that has been lodged or filed for not less than seven years or any document creating or evidencing a charge or the complete or partial satisfaction of a charge where a memorandum of satisfaction of the charge has been registered for not less than seven years; or

(iii)

any other document (other than the memorandum and articles or any other document affecting them) which has been lodged, filed or registered for not less than fifteen years; or

(b)

in the case of a corporation that has been dissolved or has ceased to be registered for not less than fifteen years, any document lodged, filed or registered.