Singapore legislation

Clause 19

of Companies (Amendment) Bill

Clause 19

Amendment of section 22

Section 22 of the Companies Act is amended by deleting subsection (1) and substituting the following subsections:“(1) The constitution of every company shall comply with such requirements as may be prescribed, shall be dated and shall state, in addition to other requirements —

(a)

the name of the company;

(b)

if the company is a company limited by shares, that the liability of the members is limited;

(c)

if the company is a company limited by guarantee, that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount;

(d)

if the company is an unlimited company, that the liability of the members is unlimited;

(e)

if the company is an unlimited company or a company limited by guarantee, the number of members with which the company is applying to be registered;

(f)

the full names, addresses and occupations of the subscribers to the constitution of the company; and (g)that such subscribers are desirous of being formed into a company in pursuance of the constitution and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names.(1AA) Where a company to which subsection (1)(e) applies changes the number of its members with which it is registered, the company shall, within 14 days after the occurrence of such change lodge with the Registrar a notice of the change in the prescribed form.(1AB) If default is made by a company in complying with subsection (1AA), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.”.

Clause 19 — Companies (Amendment) Bill | laws.sg