Singapore legislation

Clause 80

Other provisions as to meetings and resolutions

(1)

Sections 178 to 183 and 185 to 189 of the Companies Act apply in relation to a VCC as they apply in relation to a company having a share capital, subject to section 5 and the following modifications:

(a)

sections 178(1A), 180(3), (4) and (5) and 181(1B) of the Companies Act are omitted;

(b)

the reference in section 179(1) of the Companies Act relating to sections 64 and 64A of that Act is omitted;

(c)

the reference in section 179(5) of the Companies Act relating to section 41(9) of that Act is omitted;

(d)

a reference in sections 179(6) and (7), 182, 185 and 186 of the Companies Act to that Act or a provision of that Act are to this Act or any provision of this Act (including a provision of the Companies Act as applied by this Act), as the case may be;

(e)

the following provision applies in place of section 179(8) of the Companies Act (which provides that a reference to a member of a company under section 179 of that Act excludes the company itself if it is a member by reason of holding treasury shares):“A reference in this section to a member of a VCC does not include a subsidiary of the VCC if it is such a member by reason only of its holding shares under section 22(6) or (11).”;

(f)

the reference in section 180(2) of the Companies Act to the provisions of section 64 of that Act is to the provisions of the constitution of the VCC;

(g)

the following provision applies in place of section 183(2)(b) of the Companies Act (which states the number of members needed for a requisition under section 183(1)):“not less than 100 members holding shares in the VCC.”;

(h)

the reference in section 186(1) of the Companies Act to a resolution passed under section 175A(1)(a) of that Act is omitted;

(i)

all references in those sections of the Companies Act relating to a chief executive officer or to any stock or units of stock of a company are omitted.

(2)

Section 184 of the Companies Act applies in relation to a VCC as it applies in relation to a public company, subject to section 5 and the following modifications:

(a)

section 184(4A), (7) and (8) of the Companies Act is omitted;

(b)

a reference in section 184(4) of the Companies Act to a member does not include the VCC itself if it is registered as a member, unless the VCC is so registered in respect of the shares relating to a sub‑fund of the VCC;

(c)

the reference in section 184(4)(b)(i) 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);

(d)

the reference in section 184(5) of the Companies Act to the number of votes to which each member is entitled by that Act is omitted.

(3)

Sections 184A (except subsections (4A) and (9)), 184B, 184C, 184D, 184DA, 184E, 184F and 184G of the Companies Act apply in relation to a VCC as they apply in relation to a private company or an unlisted public company (as the case may be), subject to section 5 and the following modifications:

(a)

the reference in section 184A(2) of the Companies Act to a resolution mentioned in section 175A(1)(a) of that Act is omitted;

(b)

a reference in sections 184A(1), (7) and (8), 184F(4) and 184G of the Companies Act to that Act is to this Act including any provision of the Companies Act as applied by this Act.

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