Singapore legislation

Clause 6

of Companies (Amendment) Bill

Clause 6

Amendment of section 5011 Original Bill omitted this title

Section 50 of the Companies Act is amended —

(a)

by deleting subsection (2) and substituting the following subsections:“(2) The Registrar shall refuse to register a copy of any prospectus if —

(a)

it contains any statement or matter which, in his opinion, is misleading in the form and context in which it is included;

(b)

the copy signed by every director and by every person who is named therein as a proposed director of the corporation or by his agent authorised in writing, is not lodged with the Registrar on or before the date of its issue;

(c)

the prospectus does not appear to comply with the requirements of this Act;

(d)

there are not also lodged with the Registrar copies verified as prescribed of any consent required by section 54 to the issue of the prospectus and of all material contracts referred to in the prospectus or, in the case of such a contract not reduced in writing, a memorandum giving full particulars thereof verified as prescribed;

(e)

an excessive consideration will be paid for any property to be acquired or for services of promoters or underwriters;

(f)

it appears to him there is insufficient disclosure of material information relating to the business of the issuer or the use of the proceeds of the issue;

(g)

having regard to the financial position of the issuer, the issuer cannot reasonably be expected to be financially responsible;

(h)

having regard to the past conduct of the issuer or its directors there are reasonable grounds for believing that the business will not be conducted with integrity; or

(i)

it appears to him that it is not in the public interest to do so.(2A) The Registrar shall not refuse to register a copy of the prospectus under subsection (2) without giving the person or company who or which filed the prospectus an opportunity of being heard.(2B) Any person who is aggrieved by the refusal of the Registrar to register a copy of the prospectus may within 28 days of his refusal appeal to the Minister whose decision shall be final and shall be given effect to by the Registrar.”.