Singapore legislation
Clause 24
Clause 24
Disposal and cancellation of shares in section 22(6) and (11)
(1)
This section applies to the shares in a VCC mentioned in section 22(6) and (11).
(2)
The subsidiary mentioned in section 22(6) or (11) may at any time —
sell the shares (or any of them) for cash;
transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for employees, directors or other persons;
transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or VCC or assets of a person;
cancel the shares (or any of them); or
sell, transfer or otherwise use the shares for such other purposes as the Minister may by order prescribe.
(3)
Any cancellation or disposal of shares under subsection (2) by a subsidiary that is a private company within the meaning of the Companies Act, must be done by lodging a prescribed notice of the cancellation or disposal with the Registrar together with the prescribed fee.
(4)
A cancellation or disposal of shares under subsection (2) does not take effect until the electronic register of members of the subsidiary is updated by the Registrar under section 196A(5) of the Companies Act.
(5)
Where the subsidiary is a public company within the meaning of the Companies Act or a VCC, the directors of the VCC must, within 30 days after cancelling or disposing of shares under subsection (2), lodge a prescribed notice of the cancellation or disposal of shares with the Registrar together with the prescribed fee.
(6)
In subsection (2), “cash”, in relation to a sale of shares by the subsidiary, means —
cash (including foreign currency) received by the subsidiary;
a cheque received by the subsidiary in good faith which the directors have no reason for suspecting will not be paid;
a release of a liability of the subsidiary for a liquidated sum; or
an undertaking to pay cash to the subsidiary on or before a date not more than 90 days after the date on which the subsidiary agrees to sell the shares.
(7)
But if the subsidiary (being a company) receives a notice under section 215 of the Companies Act that a person desires to acquire any of the shares, the subsidiary must not, under subsection (2), sell or transfer the shares to which the notice relates except to that person.
(8)
The directors of the subsidiary (being a company) may take such steps as are requisite to enable the subsidiary to cancel its shares under subsection (2), without complying with section 78B, 78C or 78I of the Companies Act (if applicable).