Clause 15

Shares of a company have no par or nominal value.(2) Subsection (1) shall apply to all shares, whether issued before, on or after the appointed day.(3) In this section and section 62B, “appointed day” means the date of commencement of section 15 of the Companies (Amendment) Act 2005.Transitional provisions for section 62A62B.—

For the purpose of the operation of this Act on or after the appointed day in relation to a share issued before that day —

the amount paid on the share shall be the sum of all amounts paid to the company at any time for the share (but not including any premium); and

the amount unpaid on the share shall be the difference between the price of issue of the share (but not including any premium) and the amount paid on the share.(2) On the appointed day, any amount standing to the credit of a company’s share premium account and any amount standing to the credit of a company’s capital redemption reserve shall become part of the company’s share capital.(3) Notwithstanding subsection (2), a company may use the amount standing to the credit of its share premium account immediately before the appointed day to —

provide for the premium payable on redemption of debentures or redeemable preference shares issued before that day; (b)write off —

the preliminary expenses of the company incurred before that day; or

expenses incurred, or commissions or brokerages paid or discounts allowed, on or before that day, for or on any duty, fee or tax payable on or in connection with any issue of shares of the company;

pay up, pursuant to an agreement made before that day, shares which were unissued before that day and which are to be issued on or after that day to members of the company as fully paid bonus shares;

pay up in whole or in part the balance unpaid on shares issued before that day to members of the company; or

pay dividends declared before that day, if such dividends are satisfied by the issue of shares to members of the company.(4) Notwithstanding subsection (2), if the company carries on insurance business in Singapore immediately before the appointed day, it may also apply the amount standing to the credit of its share premium account immediately before that day by appropriation or transfer to any fund established and maintained pursuant to the Insurance Act (Cap. 142).(5) Notwithstanding subsection (1), the liability of a shareholder for calls in respect of money unpaid on shares issued before the appointed day (whether on account of the par value of the shares or by way of premium) shall not be affected by the shares ceasing to have a par value.(6) For the purpose of interpreting and applying, on or after the appointed day, a contract (including the memorandum and articles of the company) entered into before that day or a trust deed or other document executed before that day —

a reference to the par or nominal value of a share shall be a reference to —

if the share is issued before that day, the par or nominal value of the share immediately before that day;

if the share is issued on or after that day but shares of the same class were on issue immediately before that day, the par or nominal value that the share would have had if it had been issued then; or

if the share is issued on or after that day and shares of the same class were not on issue immediately before that day, the par or nominal value determined by the directors,and a reference to share premium shall be taken to be a reference to any residual share capital in relation to the share;

a reference to a right to a return of capital on a share shall be taken to be a reference to a right to a return of capital of a value equal to the amount paid in respect of the share’s par or nominal value; and

a reference to the aggregate par or nominal value of the company’s issued share capital shall be taken to be a reference to that aggregate as it existed immediately before that day as —

increased to take account of the par or nominal value as defined in paragraph (a) of any shares issued on or after that day; and

reduced to take account of the par or nominal value as defined in paragraph (a) of any shares cancelled on or after that day.(7) A company may —

at any time before —

the date it is required under section 197(4) to lodge its first annual return after the appointed day; or

the expiry of 6 months from the appointed day,whichever is the earlier; or

within such longer period as the Registrar may, if he thinks fit in the circumstances of the case, allow,file with the Registrar a notice in the prescribed form of its share capital.(8) Unless a company has filed a notice of its share capital under subsection (7), the Registrar may for the purposes of the records maintained by the Authority adopt, as the share capital of the company, the aggregate nominal value of the shares issued by the company as that value appears in the Authority’s records immediately before the appointed day.”.