Singapore legislation
Clause 163
Clause 163
Amendment of section 377
Section 377 of the Companies Act is amended —
by deleting subsection (1) and substituting the following subsections:“(1) If a foreign company ceases to have a place of business in Singapore or to carry on business in Singapore, it shall, within 7 days after so ceasing, lodge with the Registrar notice of that fact.(1A) Starting on the day on which the foreign company lodged the notice referred to in subsection (1), the foreign company’s obligation to lodge any document (not being a document that ought to have been lodged before that day) with the Registrar shall cease.(1B) The Registrar shall as soon as practicable after the lodgment of the notice referred to in subsection (1) record in the register that the company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, as the case may be.”;
by deleting the words “one month” in subsection (2)(a) and substituting the words “14 days”;
by deleting subsection (5) and substituting the following subsection:“(5) On receipt of a notice from an authorised representative that the foreign company has been dissolved, the Registrar shall record in the register that the foreign company has been dissolved.”;
by deleting subsection (6); and
by deleting subsections (8) and (9) and substituting the following subsections:“(8) The Registrar shall strike the name of a foreign company off the register if the Registrar is satisfied that the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against the national security or interest.(9) The Registrar may strike the name of a foreign company off the register if —
the Registrar has reasonable cause to believe that the company has ceased to carry on business or to have a place of business in Singapore; or
the company has failed to appoint an authorised representative within 6 months after the date of the death of its sole authorised representative.(10) The Registrar may strike the name of a foreign company off the register upon the application of the sole authorised representative of the foreign company in the prescribed form if the Registrar is satisfied that —
the sole authorised representative has given notice in writing to the foreign company that he desires to resign and has lodged a notice under section 370(3) with the Registrar, but the company has failed to respond or appoint another authorised representative within 12 months after the date of lodgment of the notice; or
the foreign company has failed to give instructions with respect to a written request from the sole authorised representative for instructions as to whether the company wishes to cancel or continue its registration under this Act within 12 months after the date the written request was sent.(11) Without prejudice to the generality of subsection (9)(a), in determining whether there is reasonable ground to believe that a company is not carrying on business under that subsection, the Registrar may have regard to such circumstances as may be prescribed.(12) For the purposes of subsections (9) and (10), the provisions of this Act relating to the striking off the register of the name of a defunct company shall, with such adaptations as are necessary, extend and apply accordingly.(13) Any person aggrieved by the decision of the Registrar under subsection (8), (9) or (10) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final.”.