Singapore legislation

Clause 32

of Companies (Amendment) Bill

Clause 32

Repeal and re‑enactment of section 63 and new sections 63A, 63B and 63C

Section 63 of the Companies Act is repealed and the following sections substituted therefor:“Return as to allotments by private companies63.—

(1)

A private company may allot new shares, other than a deemed allotment, by lodging with the Registrar a return of the allotment in the prescribed form, which shall include the following particulars:

(a)

the number of the shares comprised in the allotment;

(b)

the amount (if any) paid or deemed to be paid on the allotment of each share;

(c)

the amount (if any) unpaid on each share referred to in paragraph (b);

(d)

where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and

(e)

the full name, identification, nationality (if such identification or nationality, as the case may be, is required by the Registrar) and address of, and the number and class of shares held by each of its members.(2) An allotment of shares, other than a deemed allotment, by a private company on or after the date of commencement of section 32 of the Companies (Amendment) Act 2014 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).(3) In this section and section 63A, “deemed allotment” means an issue of shares without formal allotment to subscribers to the constitution.Return as to allotments by public companies63A.—

(1)

Where a public company makes any allotment of its shares, other than a deemed allotment, the company shall within 14 days thereafter lodge with the Registrar a return of the allotments stating —

(a)

the number of the shares comprised in the allotment;

(b)

the amount (if any) paid or deemed to be paid on the allotment of each share;

(c)

the amount (if any) unpaid on each share referred to in paragraph (b);

(d)

where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and

(e)

the full name, identification, nationality (if such identification or nationality, as the case may be, is required by the Registrar) and address of, and the number and class of shares held by each of the 50 members who, following the allotment, hold the most number of shares in the company (excluding treasury shares).(2) A return of allotment referred to in subsection (1) by a public company, the shares of which are listed on a securities exchange in Singapore or any securities exchange outside Singapore, need not state the particulars referred to in subsection (1)(e).(3) If default is made in complying with this section, every officer of the public company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.Lodgment of documents in relation to allotment63B.—

(1)

Where shares are allotted by a company as fully or partly paid up otherwise than in cash and the allotment is made pursuant to a contract in writing, the company shall lodge with the return of allotment the contract evidencing the entitlement of the allottee or a copy of any such contract certified as prescribed.(2) If a certified copy of a contract is lodged, the original contract duly stamped shall if the Registrar so requests be produced at the same time to the Registrar.(3) Where shares are allotted as fully or partly paid up otherwise than in cash and the allotment is made —

(a)

pursuant to a contract not reduced to writing;

(b)

pursuant to a provision in the constitution; or

(c)

in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders, or in pursuance of the application of moneys held by the company in an account or reserve in paying up unissued shares to which the shareholders have become entitled,the company shall lodge with the Registrar the document specified in subsection (4) within the time specified in subsection (5).(4) The document referred to in subsection (3) is —

(a)

a statement of prescribed particulars; or

(b)

in lieu of the statement, where the shares are allotted pursuant to a scheme of arrangement approved by the Court under section 210, a copy of the order of the Court.(5) The company must lodge the document specified in subsection (4) at the same time and together with the return of allotment.(6) If default is made in complying with this section, every officer of a company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.Notice of increase in total amount paid up on shares63C. Where a private company issues any partly paid or unpaid share of any class and the company subsequently receives all or any part of the unpaid amount with respect to the share, the company shall lodge with the Registrar a notice in the prescribed form with respect to the total amount of such payments and the increase in the total amount paid up on the relevant class of shares within 14 days after the payment.”.