Singapore legislation

Clause 12

New section 26A

The Companies Act is amended by inserting, immediately after section 26, the following section:“Power to entrench provisions of memorandum and articles of company26A.—

(1)

An entrenching provision may —

(a)

be included in the memorandum or articles with which a company is formed; and

(b)

at any time be inserted in the memorandum or articles of a company only if all the members of the company agree.(2) An entrenching provision may be removed or altered only if all the members of the company agree.(3) The provisions of this Act relating to the alteration of the memorandum or articles of a company are subject to any entrenching provision in the memorandum or articles of a company.(4) In this section, “entrenching provision” means a provision of the memorandum or articles of a company to the effect that other specified provisions of the memorandum or articles —

(a)

may not be altered in the manner provided by this Act; or

(b)

may not be so altered except —

(i)

by a resolution passed by a specified majority greater than 75% (the minimum majority required by this Act for a special resolution); or

(ii)

where other specified conditions are met.”.

Read in full context — Companies (Amendment) Bill →