Singapore legislation

Clause 8

Certain local companies to amend their memorandum and articles of association

(1)

Notwithstanding anything contained in any written law relating to companies, or in the memorandum or articles of association of a local company, a local company to which this section applies shall comply with the following provisions, that is to say: —

(a)

in the case of a local company which is the owner of an estate or interest in any residential property in Singapore, it shall, within three years of the date of the coming into operation of this Act; or

(b)

in the case of a local company which is in existence either before, on or after the date of the coming into operation of this Act, and which intends to acquire any estate or interest in residential property, it shall, prior to the vesting of that residential property in such local company,amend its memorandum or its articles of association, as the case may be, so as to provide —

(i)

that all the members of that company shall be citizens or local companies;

(ii)

that all the directors of that company shall be citizens;

(iii)

for the prohibition of the issue or transfer of its shares to persons who are not citizens or local companies, or nominees on their behalf;

(iv)

for the refusal to register persons as members who are not citizens or local companies, or nominees on their behalf; and

(v)

for the requiring of such evidence as it may think fit as to whether any person desiring to be registered as a member is a citizen or a local company.

(2)

Upon any amendment to its memorandum or articles of association being made as required by subsection (1) of this section, the local company shall —

(a)

convene a general meeting for the election of directors and shall replace any existing directors who are not citizens with directors who are citizens; and

(b)

file with the Controller a copy of its amended memorandum and articles of association together with a list of its directors and members, with particulars of their citizenship status and such other particulars as the Controller may require; and after receipt thereof the Controller may, if he is satisfied that his requirements have been complied with, confirm in writing that such local company may acquire any residential property subject to such conditions as he may think fit.

(3)

The Registrar, before registering an instrument of transfer of an estate or interest in any residential property in favour of the local company, may require to be satisfied that —

(a)

such local company’s memorandum and articles of association have been amended as provided in subsection (1) of this section; and

(b)

all its members are citizens or local companies and that all its directors are citizens.

(4)

Every local company shall file with the Controller on or before the 1st day of April of each year a Statutory Declaration made by its secretary or a director thereof furnishing particulars of the citizenship status of each of its members and directors.

(5)

Any local company which contravenes any of the provisions of —

(a)

subsection (1) or (2) of this section shall be guilty of an offence under this Act and shall be liable on conviction to a fine not exceeding five thousand dollars;

(b)

subsection (4) of this section shall be guilty of an offence under this Act and shall be liable on conviction to a fine not exceeding two thousand dollars.

Read in full context — Residential Property Bill →