Singapore legislation

Clause 27

of Companies (Amendment) Bill

Clause 27

Amendment of section 183

Section 183 of the Companies Act is amended —

(a)

by deleting the words “in writing” in subsection (1);

(b)

by inserting, immediately after the word “meeting” in the last line of subsection (1)(a), the words “or (if the resolution is proposed to be passed by written means under section 184A) for which agreement is sought”;

(c)

by deleting subsection (3) and substituting the following subsections:“(3) Subject to subsection (3A), notice of a resolution referred to in subsection (1) shall be given, and any statement so referred to shall be circulated, to members of the company entitled to have notice of the meeting sent to them by serving on each member, in any manner permitted for service of the notice of the meeting, a copy of the resolution and statement.(3A) Where the resolution is proposed to be passed by written means under section 184A, the notice of the resolution and statement shall be given and circulated to members of the company entitled to have notice of the meeting sent to them by serving on each member in legible form or a permitted alternative form, or by making accessible to the member in accordance with section 173A —

(a)

a copy of the resolution and statement; and

(b)

a notification that formal agreement to the resolution is being sought under section 184A.(3B) Notice of the resolution shall be given to any other member of the company by serving on him notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the company.(3C) Except where the resolution is proposed to be passed by written means under section 184A, the copy of the resolution referred to in subsection (3) shall be served, or notice of the general effect of the resolution referred to in subsection (3B) shall be given, as the case may be, in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter.”;

(d)

by deleting the words “A company” in subsection (4) and substituting the words “Subject to subsection (4A), a company”; and

(e)

by inserting, immediately after subsection (4), the following subsections:“(4A) A company shall not be bound under this section to give notice of any resolution which is proposed to be passed by written means under section 184A, or to circulate any statement relating thereto, unless —

(a)

the requisition setting out the text of the resolution and the statement is received by a director of the company in legible form or a permitted alternative form; and

(b)

the notice states that formal agreement to the resolution is sought under section 184A. (4B) Where the requisition under subsection (4A)(a) requests that the date of its receipt by a company be notified to a specified person, the directors shall, without delay after it is first received by a director in legible form or a permitted alternative form, notify that person of the date when it was first so received.”.