Singapore legislation

Clause 46

Repeal of sections 379 to 385 and new sections 379 to 384

Sections 379 to 385 of the Companies Act are repealed and the following sections substituted therefor:“Register of members of foreign companies379.—

(1)

A foreign company registered under this Division on or after the appointed day must, within 30 days after it is registered —

(a)

keep a register of its members at its registered office in Singapore or at some other place in Singapore; and

(b)

lodge a notice with the Registrar specifying the address at which the register of members is kept.(2) A foreign company registered under this Division before the appointed day must, within 60 days after the appointed day —

(a)

keep a register of its members at its registered office in Singapore or at some other place in Singapore; and

(b)

lodge a notice with the Registrar specifying the address at which the register of members is kept.(3) If there is any change in the address at which the register of members mentioned in subsection (1) or (2) is kept, the foreign company must, within 30 days after the change, lodge a notice of the change with the Registrar.(4) In this section, “appointed day” means the date of commencement of section 46 of the Companies (Amendment) Act 2017.Contents of register and index of members of foreign companies380.—

(1)

The register of members of a foreign company required to be kept under section 379 must contain the following particulars:

(a)

the names and addresses of the members of the foreign company;

(b)

the date on which the name of each person was entered in the register as a member;

(c)

the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member; (d)in the case of a foreign company having a share capital —

(i)

a statement of the shares held by each member, distinguishing each share by its number, if any, or by the number, if any, of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member; and

(ii)

such particulars of the shares held by each member, including the date of every allotment of shares to members and the number of shares comprised in each allotment;

(e)

such other particulars as may be prescribed.(2) Every foreign company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index —

(a)

keep an index in convenient form of the names of the members;

(b)

within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index; and

(c)

keep the index at the same place as the register of members.(3) The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.Register to be prima facie evidence

381. A register of members of a foreign company kept under section 379 is prima facie evidence of any matter which the register is required under this Division to be contained.Certificate as to shareholding

382. A certificate made under the seal of a foreign company (or in any manner permitted for certificates of such type by the laws of the country or territory in which the foreign company is incorporated or established) specifying any shares held by any member of that company and registered in the register of members of the foreign company kept under section 379 is prima facie evidence of the title of the member to the shares and the registration of the shares in that register.No civil proceedings to be brought in respect of bearer shares or share warrants383.—

(1)

Any allotment, issue, sale, transfer, assignment or other disposition in Singapore of any bearer share or share warrant by a foreign company registered under this Division is void.(2) No civil proceedings may be brought or maintained in any court for or in respect of any bearer share or share warrant allotted, issued, sold, transferred, assigned or disposed by a foreign company registered under this Division.Application of provisions of Act

384. Regulations made under section 411 may —

(a)

provide for —

(i)

the application of any provision of Division 7 of Part IV relating to the transfer of shares in a company to the transfer of shares in a foreign company; and

(ii)

the application of Division 4 of Part V relating to the register of members to the register of members of a foreign company, subject to such adaptations, modifications or additions as may be prescribed; and

(b)

exempt any foreign company or class of foreign companies from all or any provision of this Division.”.

Read in full context — Companies (Amendment) Bill →