Singapore legislation

Clause 5

of Companies (Amendment) Bill

Clause 5

Amendment of section 7

Section 7 of the Companies Act is amended —

(a)

by inserting, immediately after the words “and 165” in subsection (1), the words “and subsection (6A) shall, in addition, also have effect for the purposes of section 244”;

(b)

by inserting, immediately after subsection (1), the following subsections:“(1A) Subject to this section, a person has an interest in shares if he has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those shares.(1B) For the purposes of subsection (1A), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular shares is, or is capable of being made, subject to restraint or restriction.”;

(c)

by deleting subsection (2) and substituting the following subsection:“(2) Where any property held in trust consists of or includes shares and a person knows, or has reasonable grounds for believing, that he has an interest under the trust, he shall be deemed to have an interest in those shares.”;

(d)

by deleting the words “20% of the votes attached to the voting shares” in subsection (4A) and substituting the words “20% of the voting power”;

(e)

by deleting subsection (5) and substituting the following subsection:“(5) For the purposes of subsection (4A), a person is an associate of another person if the first‑mentioned person is —

(a)

a subsidiary of that other person;

(b)

a person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the share referred to in subsection (4A); or

(c)

a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the share referred to in subsection (4A).”;

(f)

by inserting, immediately after subsection (6), the following subsection:“(6A) For the purposes of Division 4 of Part IV and sections 163 to 165 and 244, a book‑entry security shall be treated as if it were an interest in a share.”;

(g)

by inserting, immediately after the words “interest in a share” in subsection (9)(b), the words “if the interest is that”; and

(h)

by deleting the word “being” in subsection (9)(c) and (ca) and substituting in each case the words “if that interest is”.