Singapore legislation
Clause 130
Clause 130
Application of Part X of Companies Act
(1)
Part X and section 389 (as it applies to the provisions in Part X) of the Companies Act apply in relation to the winding up of a VCC as they apply in relation to the winding up of a company limited by shares, subject to section 5 and the modifications in this section.
(2)
Sections 250(1)(f), (2) and (3), 253(2)(b), 257(3), 288 and 342(7) and Divisions 5 and 6 of Part X of the Companies Act are omitted.
(3)
Subject to subsection (5), a reference to an officer of a company in the following:
Division 2 of Part X of the Companies Act (other than section 285(1) and (2));
Subdivision (4) of Division 4 of Part X of that Act (other than section 339(1));
sections 344(4)(a) and 344A(7)(a) of that Act,is a reference to —
an officer of the VCC;
the manager of the VCC; and
the custodian of the VCC (being a non‑umbrella VCC).
(4)
A reference in section 285(1) and (2) of the Companies Act to an officer of the company is to an officer of the VCC, an officer of the manager of the VCC or an officer of the custodian of the VCC (being a non-umbrella VCC).
(5)
A reference in section 286(1) of the Companies Act to the making of a direction to an officer or former officer of a company to attend before the Court for examination, is to the making of such direction to any officer or former officer of the VCC, any officer of the manager of the VCC, or any officer of the custodian of the VCC (being a non-umbrella VCC), whether or not the report mentioned in that provision states that an act mentioned in that provision has been committed by that officer, former officer, manager or custodian.
(6)
In section 254(4) of the Companies Act —
the reference to employees of a company is to employees of the VCC and any person engaged by the VCC to provide any fund administration service; and
the reference to a chief executive officer is omitted.
(7)
The following provision applies in place of section 253(1) of the Companies Act (which sets out who may apply to the Court for the winding up of a company):“A VCC, whether or not it is being wound up voluntarily, may be wound up under an order of the Court on the application of one or more of the following:
the VCC;
any creditor, including a contingent or prospective creditor, of the VCC;
a contributory or any person who is the personal representative of a deceased contributory or the Official Assignee of the estate of a bankrupt contributory;
the liquidator;
the Minister pursuant to section 119(1);
the Minister on a ground specified in paragraph (c), (j), (l), (m) or (n) of the provision that replaced section 254(1) of the Companies Act under subsection (8);
MAS on a ground specified in paragraph (o) of the provision that replaced section 254(1) of the Companies Act under subsection (8).”.
(8)
The following provision applies in place of section 254(1) of the Companies Act (which sets out the grounds on which the Court may order a company to be wound up):“The Court may order the winding up of a VCC if —
the VCC has by special resolution resolved that it be wound up by the Court;
the VCC does not commence business within a year starting on the date of its incorporation or suspends its business for a whole year;
the VCC has no member;
the VCC is unable to pay its debts;
MAS has under section 288 of the Securities and Futures Act revoked or withdrawn the authorisation of the collective investment scheme constituted as the VCC;
the directors have acted in the affairs of the VCC in their own interests rather than in the interests of the members as a whole, or in any other manner which appears to be unfair or unjust to other members;
an inspector appointed under Part 9 has reported that he or she is of the opinion —
that the VCC cannot pay its debts and should be wound up; or
that it is in the interests of the public or of the shareholders or of the creditors that the VCC should be wound up;
when the period, if any, fixed for the duration of the VCC by the constitution expires or the event, if any, happens on the occurrence of which the constitution provides that the VCC is to be dissolved;
the Court is of the opinion that it is just and equitable that the VCC be wound up;
the VCC has carried on multi-level marketing or pyramid selling in contravention of any written law that prohibits multi-level marketing or pyramid selling;
the VCC is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against national security or the national interest;
the VCC, being a foreign corporate entity that was registered as a VCC under section 135(1), has breached any of the conditions imposed under that section for its registration;
the VCC has conducted business outside the scope of its sole object in section 15;
the VCC has contravened section 46 for no less than the period prescribed by regulations under section 165; or
the VCC has —
contravened a direction issued under section 83(1) or 84(1); or
contravened section 84(3), or any regulation made under section 83(1) or 84(1).”.
(9)
A reference in a provision of the Companies Act as applied by this section in the first column of the following table, to a paragraph of section 254(1) of that Act in the second column of the table, is to the paragraph of the provision that replaces section 254(1) of the Companies Act in subsection (8) and is opposite the firstmentioned paragraph in the third column of the table:Provision of Companies Act that is applied by this sectionParagraph of section 254(1) of Companies ActParagraph of provision in subsection (8)Section 253(2)(a)Paragraph (a)Paragraph (a) Paragraph (b)— Paragraph (c)Paragraph (b) Paragraph (e)Paragraph (d) Paragraph (i)Paragraph (i)Sections 254(3) and (4), 263(da) and 322AParagraph (m)Paragraph (k)
(10)
The reference in section 268(4) of the Companies Act to treasury shares is to shares held by a subsidiary of the VCC under section 22(6) or (11) (if any).
(11)
The following provision applies in place of section 281(1) of the Companies Act (which enables the Court to direct a contributory to pay to a company moneys due from the contributory and the extent to which set-off is allowed):“The Court may make an order directing any contributory on the list of contributories to pay to the VCC, in the manner directed by the order, any money due from the contributory or from the estate of the person whom the contributory represents (excluding any money payable by the contributory or the estate by virtue of any call in pursuance of this Act), and when all the creditors are paid in full, any money due on any account to a contributory from the VCC may be allowed to the contributory by way of set-off against any subsequent call.”.
(12)
A reference in sections 286 and 287 of the Companies Act to the affairs of the company is to the affairs of the VCC.
(13)
The reference in section 287 of the Companies Act to a contributory, director or former director of a company is to —
a contributory, director or former director of a VCC; or
a director or former director of a manager or custodian of the VCC (being a non‑umbrella VCC).
(14)
Rules made under section 164 may make provision enabling or requiring all or any of the powers and duties conferred and imposed on the Court by Part X of the Companies Act (as applied by this section) in respect of —
the holding and conducting of meetings to ascertain the wishes of creditors and contributories;
the settling of lists of contributories, the rectifying of the register of members where required, and the collecting and applying of the assets;
the paying, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator;
the making of calls and the adjusting of the rights of contributories; and
the fixing of a time within which debts and claims must be proved,to be exercised or performed by the liquidator as an officer of the Court and subject to the control of the Court, but the liquidator may not, except with the special leave of the Court, rectify the register of members, or make any call except with the special leave of the Court or the sanction of the committee of inspection.
(15)
A reference in section 289(1) or 305 of the Companies Act to any power of, given to or conferred on the Court or the liquidator under or by that Act is to any power of, given to or conferred on the Court or the liquidator (as the case may be) under or by a provision of this Act (including by a provision of the Companies Act applied by this Act).
(16)
The reference in section 257(2)(b), 270(4), 274(1), 288 or 298(3) of the Companies Act to rules is to rules made under section 164.
(17)
The reference in section 313(5) of the Companies Act to an officer of a company is to an officer or the manager of the VCC, or the custodian of the VCC (being a non-umbrella VCC).
(18)
The reference in section 313(5) of the Companies Act to an agent of a company is to an agent of the VCC, and includes a person engaged by the VCC to provide any fund administration service.
(19)
The reference in section 322 of the Companies Act to the Companies Liquidation Account is to a VCC Liquidation Account.
(20)
The reference in section 328(8) of the Companies Act to 29 December 1967 is to the date of commencement of this Act.
(21)
The reference in section 328(9)(a) of the Companies Act to reconstruction or amalgamation of a company with another company is to the reconstruction or amalgamation of the VCC with a company or another VCC.
(22)
A reference in section 331 of the Companies Act to an acquisition or sale of any property, business or undertaking from or to a company includes any such acquisition or sale from or to a VCC, and that section applies accordingly.
(23)
The reference in section 339(1) of the Companies Act to an investigation under any other Part of the Companies Act is to an investigation under any other Part of this Act.
(24)
The following provision applies in place of section 339(2) of the Companies Act (which sets out when proper books of accounts are considered not to have been kept by a company under section 339(1) of that Act):“For the purposes of section 339(1), proper books of account are considered not to have been kept if —
there have not been kept such books or accounts as are necessary to exhibit and explain the transactions and financial position of the trade or business of the VCC, including —
books containing entries from day to day in sufficient detail of all cash received and cash paid; and
where the trade or business involved dealings in goods, statements of the annual stocktakings and of all goods sold and purchased, showing the goods and the buyers and sellers of those goods in sufficient detail to enable those goods and those buyers and sellers to be identified; or
such books or accounts have not been kept in such manner as to enable them to be conveniently and properly audited, whether or not the VCC has appointed an auditor.”.
(25)
The reference in section 342(6) of the Companies Act to an agent of a company is to an agent of the VCC, and includes —
a banker or solicitor of the VCC;
any person employed by the VCC as an auditor, whether or not an officer of the VCC; and
any person engaged by the VCC to provide any fund administration service.
(26)
The reference in section 347(1) of the Companies Act to the operation of a previous written law corresponding with section 346 of the Companies Act or of a law of a designated country corresponding with section 354 of the Companies Act is omitted.
(27)
The reference in section 348 of the Companies Act to the operation of a previous written law corresponding with Subdivision (5) of Division 4 of Part X of the Companies Act is omitted.