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Companies Act 1967

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Type
Act
Status
In force
Enacted
1967
Sections
699

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About this act

Companies Act 1967 is Singapore Act, cited as Act CoA 1967, currently marked in force and first recorded in 1967.

Large legislation

Contents

This Act is large; open any provision below to read its full text.

  1. Part 1PRELIMINARY
  2. Section 1Short title
  3. Section 2Division into Parts
  4. Section 3Repeals
    1. (1)The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be repealed or amended are repealed or amended accordingly.
    2. (2)Unless the contrary intention appears in this Act —(a)all persons, things and circumstances appointed or created under any of the repealed or amended written laws or existing or continuing under any of such written laws...
    3. (3)Nothing in this Act affects the Table in any repealed written law corresponding to Table A in the repealed Fourth Schedule in force immediately before 3 January 2016 or any part thereof (either as originally enacted or...
  5. Section 4Interpretation
    1. (1)In this Act, unless the contrary intention appears —[Deleted by Act 21 of 2024 wef 09/12/2024]Directors(2) For the purposes of this Act, a person (A) is not regarded as a person in accordance with whose directions or in...
    2. Definition“accounting corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act 2004;
    3. Definition“accounting entity” means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership;
    4. Definition“accounting firm” means a firm approved or deemed to be approved as an accounting firm under the Accountants Act 2004;
    5. Definition“accounting limited liability partnership” means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Act 2004;
    6. Definition“accounting records”, in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporation are made up;
    7. Definition“Accounting Standards” means the accounting standards made or formulated by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007 and applicable to companies and to foreign companies in re...
    8. Definition“accounts” means profit and loss accounts and balance sheets and includes notes (other than auditors’ reports or directors’ reports) attached or intended to be read with any of those profit and loss accounts or balance...
    9. Definition“ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 or any of the written laws specified in the Second Schedule to that Act;
    10. Definition“Act” includes any regulations;
    11. Definition“annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175;
    12. Definition“annual return” means the return required to be lodged under section 197(1);
    13. Definition“approved exchange in Singapore” means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001;
    14. Definition“audit requirements” means the requirements of sections 201(8) and (9) and 207;
    15. Definition“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
    16. Definition“Authority’s website” means the Authority’s Internet website;
    17. Definition“banking corporation” means a bank or merchant bank licensed under the Banking Act 1970;
    18. Definition“book‑entry securities” has the meaning given by section 81SF of the Securities and Futures Act 2001;
    19. Definition“books” includes any account, deed, writing or document and any other record of information, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise;
    20. Definition“borrowing corporation” means a corporation that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to t...
    21. Definition“branch register”, in relation to a company, means —(a)a branch register of members of the company kept pursuant to section 196; or(b)a branch register of holders of debentures kept pursuant to section 93,as the case ma...
    22. Definition“business day” means any day other than a Saturday, Sunday or public holiday;
    23. Definition“certified”, in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document and, in relation to a translation of a document, means certified in the prescribed manner to b...
    24. Definition“charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;
    25. Definition“chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who —(a)is in direct employment of, or acting for or by arrangement with, the company; and(b)is principally...
    26. Definition“commencement of winding up” —(a)in a winding up by the Court, has the meaning given by section 126 of the Insolvency, Restructuring and Dissolution Act 2018; and(b)in a voluntary winding up, has the meaning given by se...
    27. Definition“company” means a company incorporated under this Act or under any corresponding previous written law;
    28. Definition“company having a share capital” includes an unlimited company with a share capital;
    29. Definition“company limited by guarantee” means a company formed on the principle of having the liability of its members limited by the constitution to such amount as the members may respectively undertake to contribute to the ass...
    30. Definition“company limited by shares” means a company formed on the principle of having the liability of its members limited by the constitution to the amount (if any) unpaid on the shares respectively held by them;
    31. Definition“constitution”, in relation to a company, means —(a)the constitution of the company which is registered with the Registrar under section 19, as may be amended from time to time; and(b)in the case of a company incorporat...
    32. Definition“contact address”, in relation to an individual, means an address that meets all of the following conditions:(a)it is a physical address at which the individual can be physically found or contacted by post;(b)it is not...
    33. Definition“contributory”, in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up, and includes the holder of fully paid shares in the company and, prior to th...
    34. Definition“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —(a)any body corporate that is incorporated in Singapore...
    35. Definition“Court” means the General Division of the High Court;
    36. Definition“corresponding previous written law” means any written law relating to companies which has been at any time in force in Singapore and which corresponds with any provision in this Act;
    37. Definition“debenture” includes debenture stock, bonds, notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not, but does not include —(a)a cheque, letter of credit, or...
    38. Definition“default penalty” means a default penalty within the meaning of section 408;
    39. Definition“Depository” has the meaning given by section 81SF of the Securities and Futures Act 2001;
    40. Definition“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the d...
    41. Definition“document” includes summons, order and other legal process, and notice and register;
    42. Definition“electronic communication” means communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person) —(a)by means of a telecommunication sys...
    43. Definition“electronic transaction system” means the electronic transaction system mentioned in section 12A(1);
    44. Definition“emoluments”, in relation to a director or auditor of a company, includes any fees, percentages and other payments made (including the money value of any allowances or perquisites) or consideration given, directly or in...
    45. Definition“exempt private company” means —(a)a private company in the shares of which no beneficial interest is held directly or indirectly by any corporation and which has not more than 20 members; or(b)any private company, bein...
    46. Definition“expert” includes an engineer, a valuer, an accountant and any other person whose profession or reputation gives authority to a statement made by him or her;
    47. Definition“filed” means filed under this Act or any corresponding previous written law;
    48. Definition“financial year” —(a)in relation to a corporation — means the period in respect of which the financial statements of the corporation is made up, whether that period is a year or not; and(b)in relation to a company — is...
    49. Definition“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin...
    50. Definition“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act...
    51. Definition“identification” means —(a)in the case of an individual issued with an identity card under the National Registration Act 1965 — the number of the individual’s identity card;(b)in the case of an individual not issued wit...
    52. Definition“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;
    53. Definition“limited company” means a company limited by shares or by guarantee or, prior to the expiry of the period of 2 years as specified in section 17(6), a company limited both by shares and guarantee;
    54. Definition“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;
    55. Definition“listed”, in relation to a company or corporation, means a company or corporation that has been admitted to the official list of an approved exchange in Singapore and has not been removed from that official list;
    56. Definition“lodged” means lodged under this Act or any corresponding previous written law;
    57. Definition“marketable securities” means debentures, funds, stocks, shares or bonds of any government or of any local authority or of any corporation or society and includes any right or option in respect of shares in any corporat...
    58. Definition“minimum subscription”, in relation to any shares offered to the public for subscription, means the amount stated in the prospectus relating to the offer as the minimum amount which in the opinion of the directors must...
    59. Definition“office copy”, in relation to any Court order or other Court document, means a copy authenticated under the hand or seal of the Registrar or other proper officer of the Court;
    60. Definition“officer”, in relation to a corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertakin...
    61. Definition“Official Assignee” means the Official Assignee appointed under section 16(1) of the Insolvency, Restructuring and Dissolution Act 2018 and includes a Deputy Official Assignee, a Senior Assistant Official Assignee and a...
    62. Definition“Official Receiver” means the Official Receiver appointed under section 17(1) of the Insolvency, Restructuring and Dissolution Act 2018 and includes a Deputy Official Receiver, a Senior Assistant Official Receiver and a...
    63. Definition“prescribed” means prescribed under this Act or by the rules;
    64. Definition“principal register”, in relation to a company, means the register of members of the company kept pursuant to section 190;
    65. Definition“printed” includes typewritten or lithographed or reproduced by any mechanical means;
    66. Definition“private company” means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of s...
    67. Definition“profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period;
    68. Definition“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —(a)inviting applications or offers from the public to subscribe for or purchase; or(b)offering to the public f...
    69. Definition“public accountant” means a person who is registered or deemed to be registered under the Accountants Act 2004 as a public accountant;
    70. Definition“public agency” means a public officer, an Organ of State or a ministry or department of the Government, or a body or authority established by or under any public Act to perform or discharge a public function, or a memb...
    71. Definition“public company” means a company other than a private company;
    72. Definition“registered” means registered under this Act or any corresponding previous enactment;
    73. Definition“registered corporate service provider” and “registered qualified individual” have the meanings given by section 2(1) of the Corporate Service Providers Act 2024;
    74. Definition“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
    75. Definition“regulations” means regulations made under this Act;
    76. Definition“related corporation”, in relation to a corporation, means a corporation that is deemed to be related to the firstmentioned corporation by virtue of section 6;
    77. Definition“repealed written laws” means the written laws repealed by this Act;
    78. Definition“residential address” means —(a)in the case of a person registered under the National Registration Act 1965 — the place of residence of that person as registered under that Act; or(b)in the case of a person not register...
    79. Definition“Rules” means Rules of Court;
    80. Definition“share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied;
    81. Definition“solicitor” means an advocate and solicitor of the Supreme Court;
    82. Definition“statutory meeting” means the meeting mentioned in section 174;
    83. Definition“statutory report” means the report mentioned in section 174;
    84. Definition“summary financial statement” means a summary financial statement referred to in section 203A;
    85. Definition“telecommunication system” has the meaning given by the Telecommunications Act 1999;
    86. Definition“treasury share” means a share which —(a)was (or is treated as having been) purchased by a company in circumstances in which section 76H applies; and(b)has been held by the company continuously since the treasury share...
    87. Definition“unit”, in relation to a share, debenture or other interest, means any right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever name called and includes any option to acquire...
    88. Definition“unlimited company” means a company formed on the principle of having no limit placed on the liability of its members;
    89. Definition“VCC” means a VCC or variable capital company as defined in section 2(1) of the VCC Act;
    90. Definition“VCC Act” means the Variable Capital Companies Act 2018;
    91. Definition“virtual meeting technology” means any technology that allows a person to participate in a meeting without being physically present at the place of meeting;
    92. Definition“voting share”, in relation to a body corporate, means an issued share in the body corporate, not being —(a)a share to which, in no circumstances, is there attached a right to vote; or(b)a share to which there is attach...
  6. Section 5Definition of subsidiary and holding company
    1. (1)For the purposes of this Act, a corporation is, subject to subsection (3), deemed to be a subsidiary of another corporation, if —(a)that other corporation —(i)controls the composition of the board of directors of the fi...
    2. (2)For the purposes of subsection (1), the composition of a corporation’s board of directors is deemed to be controlled by another corporation if that other corporation by the exercise of some power exercisable by it witho...
    3. (3)In determining whether one corporation is a subsidiary of another corporation —(a)any shares held or power exercisable by that other corporation in a fiduciary capacity is to be treated as not held or exercisable by it;...
    4. (4)A reference in this Act to the holding company of a company or other corporation is a reference to a corporation of which that last mentioned company or corporation is a subsidiary.
    5. (5)For the purposes of this Act, the Depository is not to be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee.
  7. Section 5ADefinition of ultimate holding company
  8. Section 5BDefinition of wholly owned subsidiary
  9. Section 6When corporations deemed to be related to each other
  10. Section 7Interests in shares
    1. (1)The following subsections have effect for the purposes of Division 4 of Part 4 and sections 163, 164 and 165 and subsection (6A), in addition, also has effect for the purposes of section 244.
    2. (1A)Subject to this section, a person has an interest in shares if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those shares.
    3. (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...
    4. (2)Where any property held in trust consists of or includes shares and a person knows, or has reasonable grounds for believing, that the person has an interest under the trust, the person is deemed to have an interest in t...
    5. (3)A unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001 —(a)that is the subject of an offer of units within the meaning of section 283 of that Act and that has bee...
    6. (4)Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share and —(a)the body corporate is, or its directors are, accustomed or under an obligation whether formal or informa...
    7. (4A)Where a body corporate has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a share and —(a)a person is;(b)the associates of a person are; or(c)a person and the person...
    8. (5)For the purposes of subsection (4A), a person is an associate of another person if the firstmentioned person is —(a)a subsidiary of that other person;(b)a person who is accustomed or is under an obligation whether forma...
    9. (6)Where a person —(a)has entered into a contract to purchase a share;(b)has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to the person or to the person’s order, whethe...
    10. (6A)For the purposes of Division 4 of Part 4 and sections 163 to 165 and 244, a book‑entry security is to be treated as if it were an interest in a share.
    11. (7)A person is not to be deemed not to have an interest in a share by reason only that the person has the interest in the share jointly with another person.
    12. (8)It is immaterial, for the purposes of determining whether a person has an interest in a share, that the interest cannot be related to a particular share.
    13. (9)There is to be disregarded —(a)an interest in a share if the interest is that of a person who holds the share as bare trustee;(b)an interest in a share if the interest is that of a person whose ordinary business include...
    14. (10)An interest in a share is not to be disregarded by reason only of —(a)its remoteness;(b)the manner in which it arose; or(c)the fact that the exercise of a right conferred by the interest is, or is capable of being made,...
  11. Section 7ASolvency statement and offence for making false statement
    1. (1)In this Act, unless the context otherwise requires, “solvency statement”, in relation to a proposed redemption of preference shares by a company out of its capital under section 70, a proposed giving of financial assist...
    2. (2)The solvency statement —(a)if the company is exempt from audit requirements under section 205B or 205C, must be in the form of a written declaration signed by every director; or(b)if the company is not such a company, m...
    3. (3)In forming an opinion for the purposes of subsection (1)(a) and (b), the directors of the company must take into account all liabilities of the company (including contingent liabilities).
    4. (4)In determining, for the purposes of subsection (1)(c), whether the value of the company’s assets is or will become less than the value of its liabilities (including contingent liabilities) the directors of the company —...
    5. (5)In determining, for the purposes of subsection (4), the value of a contingent liability, the directors of a company may take into account —(a)the likelihood of the contingency occurring; and(b)any claim the company is e...
    6. (6)A director of a company who makes a solvency statement without having reasonable grounds for the opinions expressed in it shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000...
  12. Part 2ADMINISTRATION OF THIS ACT
  13. Section 8Administration of Act and appointment of Registrar of Companies, etc.
    1. (1)The Authority is responsible for the administration of this Act, subject to the general or special directions of the Minister.
    2. (1A)The Minister may, after consultation with the Authority —(a)appoint an officer of the Authority to be the Registrar of Companies; and(b)from among the officers of the Authority, public officers and the officers of any o...
    3. (1B)The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of the Registrar’s powers, functions or duties under this Act, and the Registrar must give ef...
    4. (2)Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed, anything by this Act appointed or authorised or required to be done or signed by the Registrar...
    5. (3)No person dealing with any Deputy or Assistant Registrar needs to be concerned to see or inquire whether any restrictions or limitations have been prescribed, and every act or omission of a Deputy or Assistant Registrar...
    6. (4)All courts, judges and persons acting judicially are to take judicial notice of the seal and signature of the Registrar and of any Deputy or Assistant Registrar.
    7. (5)[Deleted by Act 36 of 2014]
    8. (6)[Deleted by Act 36 of 2014]
    9. (6A)[Deleted by Act 36 of 2014]
    10. (7)The Minister may, by notification in the Gazette, add to, vary or amend —(a)the Twelfth Schedule in relation to the contents of the directors’ statement which is required to accompany the financial statements under sect...
  14. Section 8AInspection of books of corporation
    1. (1)Where the Minister is satisfied that there is good reason for so doing, the Minister may at any time —(a)give directions to a corporation requiring that corporation at such place and time as may be specified in the dire...
    2. (2)Where by virtue of subsection (1) the Minister or an authorised person has power to require the production of any books from a corporation relating to the affairs of a corporation, the Minister or that authorised person...
    3. (3)Any power conferred by this section to require a corporation or other person to produce books relating to the affairs of a corporation includes power —(a)if the books are produced —(i)to make copies of, or take extracts...
    4. (4)A statement made by a person in compliance with a requirement imposed by this section may be used in evidence against the person.
    5. (5)A power conferred by this section to make a requirement of a person extends, if the person is a body corporate (including a body corporate that is in the course of being wound up) or was a body corporate (being a body c...
    6. (6)If a requirement to produce books relating to the affairs of a corporation or provide an explanation or make a statement which is imposed by virtue of this section is not complied with, the corporation or other person o...
    7. (7)Where a person is charged with an offence under subsection (6) in respect of a requirement to produce any books relating to the affairs of a corporation, it is a defence to prove that they were not in the person’s posse...
    8. (8)A person, who in purported compliance with a requirement imposed by this section, provides an explanation or statement which the person knows to be false or misleading in a material particular or recklessly provides or...
  15. Section 8BPower of Magistrate to issue warrant to seize books
    1. (1)If a Magistrate is satisfied, on information on oath or affirmation laid by an authorised person, that there are reasonable grounds for suspecting that there are on any premises any books of which production has been re...
    2. (2)Every warrant issued under this section continues in force until the end of the period of one month after the date on which it was issued.
    3. (3)Where under this section a person takes possession of, or secures against interference, any books, and a person has a lien on the books, the taking of possession of the books or the securing of the books against interfe...
    4. (4)Where, under this section, a person takes possession of, or secures against interference, any books, that person or any authorised person to whose possession the books were delivered —(a)may make copies of, or take extr...
    5. (5)A person who obstructs the exercise of a right of entry or search conferred by virtue of a warrant issued under this section, or who obstructs the exercise of a right so conferred to take possession of any books, shall...
    6. (6)The powers conferred by this section are in addition to, and not in derogation of, any other power conferred by law.
  16. Section 8CCopies of or extracts from books to be admitted in evidence
    1. (1)Subject to this section, in any legal proceedings, whether proceedings under this Act or otherwise, a copy of or extract from a book relating to the affairs of a corporation is admissible in evidence as if it were the o...
    2. (2)A copy of or extract from a book is not admissible in evidence under subsection (1) unless it is proved that the copy or extract is a true copy of the book or of the relevant part of the book.
    3. (3)For the purposes of subsection (2), evidence that a copy of or extract from a book is a true copy of the book or of a part of the book may be given by a person who has compared the copy or extract with the book or the r...
  17. Section 8DDestruction, mutilation, etc., of company documents
    1. (1)An officer of a corporation to which section 8A(1) applies, who destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting or relating to the property or affair...
    2. (2)A person to whom subsection (1) applies who fraudulently either parts with, alters or makes an omission in any such document, or who is privy to fraudulent parting with, fraudulent altering or fraudulent making of an om...
    3. (3)A person guilty of an offence under this section shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
    4. (4)In this section, “officer of a corporation” includes a person who —(a)was at any time an officer of the corporation; or(b)has, or had, a financial or other interest in the affairs of the corporation.
  18. Section 8ESaving for advocates and solicitors
  19. Section 8FInvestigation of certain matters
  20. Section 8GSaving for banks, insurance companies and certain financial institutions
  21. Section 8HSecurity of information
    1. (1)No information or document relating to the affairs of a corporation which has been obtained under section 8A or 8B may, without the previous consent in writing of that corporation, be published or disclosed, except to t...
    2. (2)A person who publishes or discloses any information or document in contravention of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a t...
  22. Section 9[Repealed by Act 40 of 2018]
  23. Section 10Company auditors
    1. (1)No person other than an accounting entity may —(a)knowingly consent to be appointed as auditor for a company; or(b)knowingly act as an auditor for a company.
    2. (2)Without limiting subsection (1)(b), a person acts as an auditor for a company if the person prepares any report required by this Act to be prepared by an auditor of the company.
    3. (3)No company or person may appoint an accounting entity as an auditor of a company without obtaining the accounting entity’s prior consent.
    4. (4)For the purposes of subsection (3), the consent —(a)of a public accountant must be in writing signed by the public accountant;(b)of an accounting firm, or an accounting limited liability partnership, must be in writing...
    5. (5)Where an accounting firm is appointed as auditor of the company in the name of the accounting firm, the appointment takes effect and operates as if the partners of the firm at the time of the appointment, who are public...
    6. (6)Where an accounting corporation is appointed as auditor of the company in the name of the corporation, the appointment takes effect and operates as if —(a)the directors of the corporation who are practising as public ac...
  24. Section 11[Repealed by Act 40 of 2018]
  25. Section 12Registers
    1. (1)The Registrar is, subject to this Act, to keep such registers as the Registrar considers necessary in such form as he or she thinks fit.
    2. (2)Any person may, on payment of the prescribed fee —(a)[Deleted by Act 24 of 2025 wef 06/05/2026](b)subject to subsection (2AA), require a copy of the notice of incorporation of a company, any certificate issued under thi...
    3. (2AA)A certificate of confirmation of incorporation mentioned in section 17(9) or 19(7) may only be issued to the company upon an application made in accordance with those provisions.
    4. (2AB)Subsection (2)(b) does not apply to any document prescribed as an excluded document for the purposes of this subsection.
    5. (2AC)Where a document is submitted on or after the date of commencement of section 28 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system, the references to the docum...
    6. (2A)Subsection (2)(b) and (d) does not apply to such exempt private company that is wholly owned by the Government as the Minister may, by notification in the Gazette, specify where the Minister considers that it would not...
    7. (2B)Despite the cancellation of any notification mentioned in subsection (2A) in respect of a company, subsection (2)(b) and (d) does not apply to any document or certificate relating to that company that is filed or lodged...
    8. (2C)Despite subsection (2), a director, chief executive officer, secretary, auditor or member of a company may, without charge —(a)[Deleted by Act 24 of 2025 wef 06/05/2026](b)obtain from the Registrar a copy of or an extra...
    9. (2D)Despite subsection (2), a director, chief executive officer, secretary, auditor or member of a private company may, without charge —(a)[Deleted by Act 24 of 2025 wef 06/05/2026](b)obtain from the Registrar a copy of or...
    10. (3)A copy of or an extract from any document (including a copy produced by way of microfilm) filed or lodged with the Registrar using a non‑electronic medium that is certified to be a true copy or extract by the Registrar...
    11. (4)In any legal proceedings, a certificate issued by the Registrar that a requirement of this Act specified in the certificate —(a)had or had not been complied with at a date or within a period specified in the certificate...
    12. (5)If the Registrar is of the opinion that any document submitted to him or her —(a)contains any matter contrary to law;(b)by reason of any omission or misdescription has not been duly completed;(c)does not comply with the...
    13. (6)If the Registrar is of the opinion that it is no longer necessary or desirable to retain any document lodged, filed or registered with the Registrar and which has been microfilmed or converted to electronic form, the Re...
    14. (7)In subsection (3), “non‑electronic medium” means a medium other than the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004.
  26. Section 12AElectronic transaction system
    1. (1)The Registrar may —(a)require or permit any person to carry out any transaction with the Registrar under this Act; and(b)issue any approval, certificate, notice, determination or other document pursuant or connected to...
    2. (2)If the Registrar is satisfied that a transaction should be treated as having been carried out at some date and time earlier than the date and time which is reflected in the electronic transaction system, the Registrar m...
    3. (3)The Registrar must keep a record whenever the electronic transaction system or the registers are altered under subsection (2).
    4. (4)In this section —
    5. Definition“document” includes any application, form, report, certification, notice, confirmation, declaration, return or other document (whether in electronic form or otherwise) filed or lodged with, or submitted to, the Registra...
    6. Definition“transaction”, in relation to the Registrar, means —(a)the filing or lodging of any document with the Registrar, or the submission, production, delivery, furnishing or sending of any document to the Registrar;(b)any mak...
  27. Section 12BRectification by Court
    1. (1)Where it appears to the Court, as a result of evidence adduced before it by an applicant company, that any particular recorded in a register is erroneous or defective, the Court may, by order, direct the Registrar to re...
    2. (2)An order of the Court made under subsection (1) may require that a fresh document, showing the rectification, must be filed by the applicant company with the Registrar together with a copy of the Court order, and a copy...
  28. Section 12CRectification by Registrar on application
    1. (1)Despite section 12B, an officer of a company may notify the Registrar in the prescribed form of —(a)any error contained in any document relating to the company filed or lodged with the Registrar; or(b)any error in the f...
    2. (2)The Registrar may, upon receipt of any notification referred to in subsection (1) and if satisfied that —(a)the error referred to in subsection (1)(a) is typographical or clerical in nature; or(b)the error referred to i...
    3. (3)In rectifying the register under subsection (2), the Registrar must not expunge any document from the register.
    4. (4)The decision made by the Registrar on whether to rectify the register under subsection (2) is final.
  29. Section 12DRectification or updating on Registrar’s initiative
    1. (1)The Registrar may rectify or update any particulars or document in a register kept by him or her, if the Registrar is satisfied that —(a)there is a defect or error in the particulars or document arising from any grammat...
    2. (1A)Subsections (2) to (5) do not apply where the Registrar rectifies or updates the register under subsection (1)(aa).
    3. (2)Before the Registrar rectifies or updates the register under subsection (1), the Registrar must, except under prescribed circumstances, give written notice to the company or person whose documents or particulars are to...
    4. (3)The company or person notified under subsection (2) may deliver to the Registrar, not later than the date specified under subsection (2)(b), a written objection to the proposed rectification or updating of the register.
    5. (4)The Registrar must not rectify or update the register if the Registrar receives a written objection under subsection (3) to the proposed rectification or updating by the date specified under subsection (2)(b), unless th...
    6. (5)The Registrar may rectify or update the register if the Registrar does not receive a written objection under subsection (3) by the date specified under subsection (2)(b).
    7. (6)The Registrar may include such notation as the Registrar thinks fit on the register for the purposes of providing information relating to any error, defect or inaccuracy in any particulars or document in the register, a...
    8. (7)Despite anything in this section, the Registrar may, if the Registrar is satisfied that there is any error, defect or inaccuracy in any particulars or document in a register, by written notice, request that the company...
  30. Section 12EExclusion of residential address from public access if contact address is available
    1. (1)The Registrar must cause —(a)the residential address of a director, chief executive officer or secretary contained in the register of directors, register of chief executive officers or register of secretaries (as the ca...
    2. (2)Where, pursuant to subsection (1) or (3), the residential address of a director, chief executive officer or secretary of a company or a member of a private company mentioned in subsection (1) (called in this section and...
    3. (3)Where, pursuant to subsection (2), the individual’s residential address has ceased to be excluded from public access under section 12(2)(c) or (d) (as the case may be), the Registrar must cause the exclusion from public...
    4. (4)Where —(a)a document is filed or lodged with the Registrar under this Act by submitting a form on the electronic transaction system on or after the date of commencement of section 30 of the ACRA (Registry and Regulatory...
  31. Section 12FCessation of exclusion of residential address from public access
    1. (1)For the purposes of section 12E(2), the grounds for causing the individual’s residential address to cease to be excluded from public access under section 12(2)(c) or (d) (as the case may be) are either that —(a)communic...
    2. (2)Before causing the individual’s residential address to cease to be excluded from public access pursuant to section 12E(2), the Registrar must give a notice under subsection (3) to —(a)the individual;(b)every company of...
    3. (3)The notice mentioned in subsection (2) must —(a)state the grounds under subsection (1) on which the Registrar intends to cease the exclusion of the individual’s residential address; and(b)specify the period within which...
    4. (4)The Registrar must consider the representations (if any) given in response to the notice mentioned in subsection (2) and received within the period specified by the Registrar under subsection (3)(b).
    5. (5)If the Registrar decides to cause the individual’s residential address to cease being excluded from public access, the Registrar must before doing so give notice of the decision to —(a)the individual; and(b)every compan...
    6. (6)A notice to the individual under subsection (2) or (5) must be sent to the individual’s residential address unless it appears to the Registrar that service at that address may be ineffective to bring it to the individua...
    7. (7)Any individual aggrieved by the decision of the Registrar under section 12E(2) may, within 30 days after the date of receiving the notice under subsection (5), appeal to the Court which may confirm or reverse the Regist...
    8. (8)The individual is not allowed to provide a contact address within 3 years after the Registrar causes the individual’s residential address to cease to be excluded from public access under section 12(2)(c) or (d) pursuant...
    9. (9)Subject to subsection (8), where an individual provides a new contact address under any ACRA administered Act, the Registrar must replace the individual’s contact address contained in each register kept by the Registrar...
  32. Section 13Enforcement of duty to make returns
    1. (1)If a corporation or person, having made default in complying with —(a)any provision of this Act or of any other law (other than the Insolvency, Restructuring and Dissolution Act 2018) which requires the filing or lodgin...
    2. (2)Any such order may provide that all costs of and incidental to the application must be borne by the corporation or by any officer of the corporation responsible for the default or by such person.
    3. (3)Nothing in this section limits the operation of any written law imposing penalties on a corporation or its officers or such person in respect of any such default.
  33. Section 14Relodging of lost registered documents
    1. (1)If in the case of any corporation incorporated or registered under this Act or any corresponding previous written law the constitution or any other document relating to the corporation filed or lodged with the Registrar...
    2. (2)On such application being made the Registrar may direct notice thereof to be given to such persons and in such manner as the Registrar thinks fit.
    3. (3)The Registrar upon being satisfied —(a)that the original document has been lost or destroyed;(b)of the date of the filing or lodging thereof with the Registrar; and(c)that a copy of such document produced to the Registr...
    4. (4)Upon the lodgment, that copy for all purposes has, from such date as is mentioned in the certificate as the date of the filing or lodging of the original with the Registrar, the same force and effect as the original.
    5. (5)The Court may, by order upon application by any person aggrieved and after notice to any other person whom the Court directs, confirm, vary or rescind the certificate and the order may be lodged with the Registrar and m...
    6. (6)No fee is payable upon the lodging of a document under this section.
  34. Section 15Size, durability and legibility of documents delivered to Registrar
    1. (1)For the purposes of securing that the documents delivered to the Registrar under the provisions of this Act are of a standard size, durable and easily legible, the Minister may by regulations prescribe such requirements...
    2. (2)If under any such provision there is delivered to the Registrar a document (whether an original document or a copy) which in the opinion of the Registrar does not comply with such requirements prescribed under this sect...
    3. (3)Where the Registrar serves a notice under subsection (2) with respect to a document delivered under any such provision, then, for the purposes of any written law which enables a penalty to be imposed in respect of any o...
    4. (4)The period referred to in subsection (3)(b) is the period beginning on the day on which the document was delivered to the Registrar as mentioned in subsection (2) and ending on the 14th day after the date of service of...
    5. (5)In this section, any reference to delivering a document is to be construed as including a reference to sending, forwarding, producing or (in the case of a notice) giving it.
  35. Section 16[Repealed by Act 36 of 2014]
  36. Section 16A[Repealed by Act 36 of 2014]
  37. Part 3CONSTITUTION OF COMPANIES
  38. Section 17Formation of companies
    1. (1)Subject to the provisions of this Act, any person may, whether alone or together with another person, by subscribing the person’s name or their names to a constitution and complying with the requirements as to registrat...
    2. (2)A company may be —(a)a company limited by shares;(b)a company limited by guarantee; or(c)an unlimited company.
    3. (3)No company, association or partnership consisting of more than 20 persons may be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partners...
    4. (4)So much of subsection (3) as prohibits the formation of an association or a partnership consisting of more than 20 persons does not apply to an association or a partnership formed solely or mainly for the purpose of car...
    5. (5)As from 15 August 1984, no company limited by guarantee with a share capital may be registered under this Act.
    6. (6)The prohibition referred to in subsection (5) does not affect a company limited by guarantee which has a share capital and is registered as such before 15 August 1984 and section 38(2) continues to apply to a company so...
    7. (7)The conversion of a company referred to in subsection (6) is effected by lodging with the Registrar a special resolution determining the conversion of the company from a company limited by guarantee with a share capital...
    8. (8)On compliance by a company with subsection (7) and on the issue by the Registrar of a notice of incorporation of the company in accordance with the special resolution, the company becomes a company limited by shares or...
    9. (9)Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation.
  39. Section 18Private company
    1. (1)A company having a share capital may be incorporated as a private company if its constitution —(a)restricts the right to transfer its shares; and(b)limits to not more than 50 the number of its members (counting joint ho...
    2. (2)Where, on 29 December 1967, the constitution of a company that is a private company by virtue of paragraph (a) of the definition of “private company” in section 4(1) does not contain the restrictions and limitations req...
    3. (3)Where a restriction or limitation deemed to be included in the constitution of a company under subsection (2) is inconsistent with any provision already included in the constitution of the company, that restriction or l...
    4. (4)A private company may, by special resolution, alter any restriction on the right to transfer its shares included, or deemed to be included, in its constitution or any limitation on the number of its members included, or...
  40. Section 19Registration and incorporation
    1. (1)A person desiring the incorporation of a company must —(a)submit to the Registrar the constitution of the proposed company and such other documents as may be prescribed;(b)furnish the Registrar with the last day of the...
    2. (2)Either —(a)a registered qualified individual engaged in the formation of the proposed company; or(b)a person named in the constitution as a director or the secretary of the proposed company,must make a declaration to th...
    3. (3)Upon receipt of the documents, information and payment referred to in subsection (1) and declaration mentioned in subsection (2), the Registrar must, subject to this Act, register the company by registering its constitu...
    4. (4)On the registration of the constitution the Registrar must issue in the prescribed manner a notice of incorporation in the prescribed form stating that the company is, on and from the date specified in the notice, incor...
    5. (5)On and from the date of incorporation specified in the notice issued under subsection (4) but subject to this Act, the subscribers to the constitution, together with such other persons as may from time to time become me...
    6. (6)The subscribers to the constitution are deemed to have agreed to become members of the company and on the incorporation of the company must be entered as members —(a)in the case of a public company — in the register of...
    7. (6A)Apart from the subscribers mentioned in subsection (6), every other person who agrees to become a member of a company and whose name is entered —(a)in the case of a public company — in the register of members kept by th...
    8. (7)Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation.
  41. Section 20Power to refuse registration
    1. (1)Without affecting the powers of the Registrar under section 12(5), where a constitution is delivered for registration under section 19, the Registrar must not register the constitution unless the Registrar is satisfied...
    2. (2)Despite anything in this Act or any rule of law, the Registrar must refuse to register the constitution of a proposed company where the Registrar is satisfied that —(a)the proposed company is likely to be used for an un...
    3. (3)Any person aggrieved by the decision of the Registrar under subsection (2) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final.
  42. Section 20AMinimum of one member
  43. Section 21Membership of holding company
    1. (1)A corporation cannot be a member of a company which is its holding company, and any allotment or transfer of shares in a company to its subsidiary is void.
    2. (1A)Subsection (1), insofar as it provides that any transfer of shares in contravention of it is void, does not apply to a disposition of book‑entry securities, but a Court, on being satisfied that a disposition of book‑ent...
    3. (2)Subsection (1) does not apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary thereof is beneficially interested under the tr...
    4. (3)This section does not prevent a subsidiary which, on 29 December 1967, is a member of its holding company, from continuing to be a member but, subject to subsection (2), the subsidiary has no right to vote at meetings o...
    5. (4)This section does not prevent a subsidiary from continuing to be a member of its holding company if, at the time when it becomes a subsidiary of the holding company, it already holds shares in that holding company, but...
    6. (4A)To avoid doubt, subsection (4)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company.
    7. (4B)Any shares in the holding company that are not disposed of in accordance with subsection (4)(b) may, subject to subsections (4C) and (6E), be held or continued to be held by the subsidiary.
    8. (4C)With respect to the shares referred to in subsection (4B) —(a)subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K apply with the necessary modifications, including the followin...
    9. (5)Subject to subsection (2), subsections (1), (3), (4), (4B), (6A) and (6C) apply in relation to a nominee for a corporation which is a subsidiary as if references in those subsections to such a corporation included refer...
    10. (6)This section does not operate to prevent the allotment of shares in a holding company to a subsidiary which already lawfully holds shares in the holding company if the allotment is made by way of capitalisation of reser...
    11. (6A)This section does not operate to prevent the transfer of shares in a holding company to a subsidiary by way of a distribution in specie, amalgamation or scheme of arrangement but —(a)subject to subsection (2), the subsi...
    12. (6B)To avoid doubt, subsection (6A)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company.
    13. (6C)Any shares in the holding company that are not disposed of in accordance with subsection (6A)(b) may, subject to subsections (6D) and (6E), be held or continued to be held by the subsidiary.
    14. (6D)With respect to the shares referred to in subsection (6C) —(a)subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K apply with the necessary modifications, including the followin...
    15. (6E)With respect to any share referred to in subsection (4B) or (6C) —(a)where the holding company has shares of only one class, the aggregate number of shares held by all the subsidiaries of the holding company under subse...
    16. (6F)In subsection (6E)(c), “excess shares” means such number of the shares, held by any subsidiary under subsection (4B) or (6C) or by the holding company as treasury shares at the time in question, as resulted in the limit...
    17. (6G)In sections 7(9)(ca), 33(5A), 63A(1)(e), 74(1A), 76B(3E), 78, 81(4), 164A(1), 176(1A), 177(1), 179(8), 184(4)(b)(i), 201A(4)(b), 205B(6), 206(1)(b), 215(1), (1C), (1D) and (3A) and 232(1)(a)(i) —(a)a reference to “treas...
    18. (7)Where but for this section a subsidiary would have been entitled to subscribe for shares in the holding company, the holding company may, on behalf of the subsidiary, sell the shares for which the subsidiary would other...
    19. (8)In relation to a holding company that is a company limited by guarantee, the reference in this section to shares is to be read as including a reference to the interest of its members as such, whatever the form of that i...
    20. (9)For the purposes of this section, a company must inform the Registrar of the occurrence of any of the following events by lodging a notice in the prescribed form within 14 days after the date of occurrence:(a)where a sh...
  44. Section 22Requirements as to constitution
    1. (1)The constitution of every company must comply with such requirements as may be prescribed, must be dated and must state, in addition to other requirements —(a)the name of the company;(b)if the company is a company limit...
    2. (1AA)Where a company to which subsection (1)(e) applies changes the number of its members with which it is registered, the company must, within 14 days after the occurrence of such change, lodge with the Registrar a notice o...
    3. (1AB)If default is made by a company in complying with subsection (1AA), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not...
    4. (1A)On 30 January 2006, any provision (or part thereof) then subsisting in the constitution of any company which states —(a)the amount of share capital with which the company proposes to be or is registered; or(b)the divisi...
    5. (2)Each subscriber to the constitution must, if the company is to have a share capital, make a declaration to the Registrar, either personally or through a registered qualified individual authorised by the subscriber, as t...
    6. (3)A statement in the constitution of a company limited by shares that the liability of members is limited means that the liability of the members is limited to the amount (if any) unpaid on the shares respectively held by...
    7. (4)A copy of the constitution, duly signed by the subscribers and stating, if the company is to have a share capital, the number of shares that each subscriber has agreed to take, must be kept at the registered office of t...
  45. Section 23Capacity and powers of company
    1. (1)Subject to the provisions of this Act and any other written law and its constitution, a company has —(a)full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and(b)fo...
    2. (1A)A company may have the objects of the company included in its constitution.
    3. (1B)The constitution of a company may contain a provision restricting its capacity, rights, powers or privileges.
    4. (2)[Deleted by Act 17 of 2023 wef 01/07/2023]
    5. (3)[Deleted by Act 17 of 2023 wef 01/07/2023]
    6. (4)[Deleted by Act 17 of 2023 wef 01/07/2023]
    7. (5)[Deleted by Act 17 of 2023 wef 01/07/2023]
  46. Section 24Power of company to provide for employees on cessation of business
    1. (1)The powers of a company are, if they would not otherwise do so, deemed to include power to make provision, in connection with any cessation of the whole or any part of the business carried on by the company or any subsi...
    2. (2)Subsection (1) relates only to the capacity of a company as a body corporate and does not affect any provision in a company’s constitution requiring any exercise of the power mentioned in that subsection to be approved...
  47. Section 25Ultra vires transactions
    1. (1)No act or purported act of a company (including the entering into of an agreement by the company and including any act done on behalf of a company by an officer or agent of the company under any purported authority, whe...
    2. (2)Any such lack of capacity or power may be asserted or relied upon only in —(a)proceedings against the company by any member of the company or, where the company has issued debentures secured by a floating charge over al...
    3. (3)If the unauthorised act, conveyance or transfer sought to be restrained in any proceedings under subsection (2)(a) is being or is to be performed or made pursuant to any contract to which the company is a party, the Cou...
  48. Section 25ANo constructive notice
  49. Section 25BPower of directors to bind company
    1. (1)In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company’s constitution.
    2. (2)For the purposes of subsection (1), a person dealing with a company —(a)is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so; and(b)is presumed to...
    3. (3)The references in subsection (1) or (2) to limitations on the directors’ powers under the company’s constitution include limitations deriving —(a)from a resolution of the company or of any class of shareholders; or(b)fr...
    4. (4)This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an action that is beyond the powers of the directors; but no such proceedings lie in respect of an act to b...
    5. (5)This section does not affect any liability incurred by the directors, or any other person, by reason of the directors exceeding their powers.
    6. (6)This section has effect subject to section 25C.
  50. Section 25CConstitutional limitations: transactions with directors or their associates
    1. (1)This section applies to a transaction if or to the extent that its validity depends on section 25B.
    2. (2)Nothing in this section is to be construed as excluding the operation of any other written law or rule of law by virtue of which the transaction may be called in question or any liability to the company may arise.
    3. (3)Where —(a)a company enters into such a transaction; and(b)the parties to the transaction include —(i)a director of the company or of its holding company; or(ii)a person connected with any such director,the transaction i...
    4. (4)Whether or not it is avoided, any such party to the transaction as is mentioned in subsection (3)(b)(i) or (ii), and any director of the company who authorised the transaction, is liable —(a)to account to the company fo...
    5. (5)The transaction ceases to be voidable if —(a)restitution of any money or other asset which was the subject matter of the transaction is no longer possible;(b)the company is indemnified for any loss or damage resulting f...
    6. (6)A person other than a director of the company is not liable under subsection (4) if the person shows that at the time the transaction was entered into the person did not know that the directors were exceeding their powe...
    7. (7)Nothing in subsections (1) to (6) affects the rights of any party to the transaction not within subsection (3)(b)(i) or (ii); but the court may, on the application of the company or any such party, make an order affirmi...
    8. (8)In this section, “transaction” includes any act.
  51. Section 25DPersons connected with director in section 25C
    1. (1)For the purposes of section 25C, a reference to a person connected with a director means —(a)a member of the director’s family;(b)a body corporate with which the director is connected within the meaning of subsection (2...
    2. (2)For the purposes of this section —(a)a member of a director’s family includes the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter;(b)a director is connected with a body corporat...
  52. Section 26General provisions as to alteration of constitution
    1. (1)Unless otherwise provided in this Act, the constitution of a company may be altered or added to by special resolution.
    2. (1AA)Any alteration or addition made to the constitution under subsection (1) is, subject to this Act, deemed to form part of the original constitution on and from the date of the special resolution or such later date as is...
    3. (1AB)A special resolution adopting the whole or any part of the model constitution prescribed under section 36 for the description to which the company belongs may do so by reference to the title of the model constitution, o...
    4. (1A)Subsection (1) is subject to section 26A and to any provision included in the constitution of a company in accordance with that section.
    5. (1B)Despite subsection (1), a provision contained in the constitution of a company immediately before 1 April 2004 and which could not be altered under the provisions of this Act in force immediately before that date, may b...
    6. (2)In addition to observing and subject to any other provision of this Act requiring the lodging with the Registrar of any resolution of a company or order of the Court or other document affecting the constitution of a com...
    7. (2A)If default is made in complying with subsection (2), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,00...
    8. (3)The Registrar must register every resolution, order or other document lodged with the Registrar under this Act that affects the constitution of a company and, where an order is so registered, must issue to the company a...
    9. (4)[Deleted by Act 12 of 2002]
    10. (5)Notice of the registration must be published in such manner (if any) as the Court or the Registrar directs.
    11. (6)The Registrar must, where appropriate, issue a notice of incorporation in accordance with the alteration made to the constitution.
    12. (7)Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation in accordance with the alteration made to the constitution.
  53. Section 26APower to entrench provisions of constitution of company
    1. (1)An entrenching provision may —(a)be included in the constitution with which a company is formed; and(b)at any time be inserted in the constitution of a company only if all the members of the company agree.
    2. (2)An entrenching provision may be removed or altered only if all the members of the company agree.
    3. (3)The provisions of this Act relating to the alteration of the constitution of a company are subject to any entrenching provision in the constitution of a company.
    4. (4)In this section, “entrenching provision” means a provision of the constitution of a company to the effect that other specified provisions of the constitution —(a)may not be altered in the manner provided by this Act; or...
  54. Section 27Names of companies
    1. (1)Except with the Minister’s consent or as provided in subsection (1B), the Registrar must refuse to register a company under this Act under a name which, in the Registrar’s opinion —(a)is undesirable;(b)is identical to t...
    2. (1A)In addition to subsection (1), the Registrar must, on or after 3 January 2016, except with the Minister’s consent, refuse to register a company under a name, if —(a)it is identical to the name of a company that was diss...
    3. (1B)Despite subsection (1), the Registrar may, on or after 3 January 2016, register a company under —(a)a name that is identical to the name of a foreign company registered under Division 2 of Part 11 —(i)in respect of whic...
    4. (2)Despite anything in this section and section 28 (other than section 28(4)), where the Registrar is satisfied that the company has been registered (whether through inadvertence or otherwise and whether before, on or afte...
    5. (2A)Any person may apply, in writing, to the Registrar to give a direction to a company under subsection (2) on a ground referred to in that subsection; but the Registrar must not consider any application to give a directio...
    6. (2B)If the company fails to comply with subsection (2), the company and its officers shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
    7. (2C)[Deleted by Act 36 of 2014]
    8. (2D)[Deleted by Act 36 of 2014]
    9. (3)[Deleted by Act 36 of 2014]
    10. (4)[Deleted by Act 36 of 2014]
    11. (5)An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:(a)in the case of the Registrar’s decis...
    12. (5AA)The decision of the Minister on an appeal made under subsection (5) is final.
    13. (5A)To avoid doubt, where the Registrar makes a decision under subsection (2) or the Minister makes a decision under subsection (5), he or she must accept as correct any decision of the Court to grant an injunction referred...
    14. (6)The Minister must cause a direction given by him or her under subsection (1) to be published in the Gazette.
    15. (7)Subject to section 29, a limited company must have either “Limited” or “Berhad” as part of and at the end of its name.
    16. (8)A private company must have the word “Private” or “Sendirian” as part of its name, inserted immediately before the word “Limited” or “Berhad” or, in the case of an unlimited company, at the end of its name.
    17. (9)It is lawful to use and no description of a company is deemed inadequate or incorrect by reason of the use of —(a)the abbreviation “Pte.” in lieu of the word “Private” or the abbreviation “Sdn.” in lieu of the word “Sen...
    18. (10)A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as —(a)the name of an intended company; or(b)the name to which a company proposes to change its name.
    19. (11)A company must not be registered under section 19(3) and the Registrar must not approve the change of name of a company under section 28(2) unless the name which it is proposed to be registered or the proposed new name...
    20. (12)The Registrar may approve an application made under subsection (10) only if the Registrar is satisfied that —(a)the application is made in good faith; and(b)the name to be reserved is one in respect of which a company m...
    21. (12A)The Registrar must refuse to approve an application to reserve a name under subsection (10) as the name of an intended company if the Registrar is satisfied that —(a)the name is for a company that is likely to be used f...
    22. (12B)Where an application for a reservation of a name is made under subsection (10), the Registrar must reserve the proposed name for a period starting at the time the Registrar receives the application and ending —(a)if the...
    23. (12C)A person aggrieved by a decision of the Registrar —(a)refusing to approve an application under subsection (10); or(b)refusing an application under subsection (12B)(a) to extend the reservation period,may, within 30 days...
    24. (13)If, at any time during a period for which a name is reserved, application is made to the Registrar for an extension of that period and the Registrar is satisfied as to the bona fides of the application, the Registrar ma...
    25. (14)[Deleted by Act 36 of 2014]
    26. (15)The reservation of a name under this section in respect of an intended company or company does not in itself entitle the intended company or company to be registered by that name, either originally or upon change of nam...
    27. (16)In this section and section 28, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014.
  55. Section 28Change of name
    1. (1)A company may by special resolution resolve that its name should be changed to a name by which the company could be registered under section 27(1), (1A) or (1B).
    2. (2)If the Registrar approves the name which the company has resolved should be its new name, the Registrar must register the company under the new name and issue to the company a notice of incorporation of the company unde...
    3. (3)Despite anything in this section and section 27, if the name of a company is, whether through inadvertence or otherwise or whether originally or by a change of name —(a)a name that is not permitted to be registered unde...
    4. (3AA)The Registrar must not direct a change of name under subsection (3) on the ground that the name of the company could not be registered without contravention of section 27(1)(c).
    5. (3A)Any person may apply in writing to the Registrar to give a direction to a company under subsection (3) on a ground referred to in that subsection; but the Registrar must not consider any application to give a direction...
    6. (3B)If the company fails to comply with subsection (3), the company and its officers shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
    7. (3C)[Deleted by Act 36 of 2014]
    8. (3D)An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:(a)in the case of the Registrar’s decis...
    9. (3DA)The decision of the Minister on an appeal made under subsection (3D) is final.
    10. (3E)To avoid doubt, where the Registrar makes a decision under subsection (3) or the Minister makes a decision under subsection (3DA), the Registrar or the Minister (as the case may be) must accept as correct any decision o...
    11. (4)Where the name of a company incorporated pursuant to any corresponding previous written law has not been changed since 29 December 1967, the Registrar must not, except with the Minister’s approval, exercise the Registra...
    12. (5)Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company under the new name.
    13. (6)A change of name pursuant to this Act does not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceeding...
  56. Section 29Omission of “Limited” or “Berhad” in names of limited companies, other than companies registered under Charities Act 1994
    1. (1)Where it is proved to the satisfaction of the Registrar that a proposed limited company is being formed for the purpose of providing recreation or amusement or promoting commerce, industry, art, science, religion, chari...
    2. (2)Where it is proved to the Registrar’s satisfaction —(a)that the objects of a limited company are restricted to those specified in subsection (1) and to objects incidental or conducive thereto;(b)that the company has som...
    3. (3)The Registrar may grant his or her approval on such conditions as the Registrar thinks fit, and those conditions are binding on the company and must, if the Registrar so directs, be inserted in the constitution of the c...
    4. (4)Where the constitution of a company includes, as a result of a direction of the Registrar given pursuant to subsection (3) or pursuant to any corresponding previous written law, a provision that the constitution must no...
    5. (5)A company is, while an approval granted under this section to it is in force, exempted from complying with the provisions of this Act relating to the use of the word “Limited” or “Berhad” as any part of its name.
    6. (6)Any approval granted under this section may at any time be revoked by the Registrar and, upon revocation, the Registrar must enter the word “Limited” or “Berhad” at the end of the name of the company in the register, an...
    7. (6A)If the Registrar is of the opinion that a company has ceased to satisfy the conditions of approval granted under subsection (1) or (2), the Registrar may revoke the approval.
    8. (7)Where the approval of the Registrar under this section is revoked, the constitution of the company may be altered by special resolution so as to remove any provision in or to the effect that the constitution may be alte...
    9. (8)Notice of any approval under this section must be given by the Registrar to the company or, in the case of a proposed limited company, to the applicant for the approval.
    10. (8A)An appeal to the Minister against a decision of the Registrar under subsection (1) or (2) may be made by the following persons within the following times:(a)in the case of a decision made by the Registrar under subsecti...
    11. (9)Upon the application of the company or proposed limited company and payment of the prescribed fee, the Registrar must issue to the company or proposed limited company a certificate confirming the approval under this sec...
    12. (10)This section does not apply to a limited company that is registered as a charity under the Charities Act 1994.
    13. (11)Any approval of the Minister and any condition of the Minister’s approval that was in force immediately before 3 January 2016 for a company —(a)to be registered without the word “Limited” or “Berhad” to its name; or(b)t...
    14. (12)Any reference to the Minister’s approval in any condition of approval that was in force immediately before 3 January 2016 that was inserted in the constitution of a company pursuant to a direction of the Minister under...
    15. (13)A reference to a direction of the Minister in subsections (3) and (4) in force immediately before 3 January 2016 is, on or after that date, to be read as a direction of the Registrar.
  57. Section 29AOmission of “Limited” or “Berhad” in names of companies registered under Charities Act 1994
    1. (1)Despite section 28(1) and (2) but subject to section 28(3) to (6), a limited company registered as a charity under the Charities Act 1994 (called in this section a charitable company) may change its name to omit the wor...
    2. (2)A charitable company that proposes to change its name to omit the word “Limited” or “Berhad” from its name must —(a)alter its constitution to reflect the change of name; and(b)file the prescribed form with the Registrar...
    3. (3)Upon receipt of the prescribed form mentioned in subsection (2)(b), the Registrar must —(a)register the name of the charitable company with the omission of the word “Limited” or “Berhad” from its name; and(b)issue to th...
    4. (4)Upon issue of the notice under subsection (3)(b) —(a)the change of name becomes effective; and(b)the charitable company is exempted from the provisions of this Act relating to the use of the word “Limited” or “Berhad” a...
    5. (5)If the Registrar is satisfied that a charitable company that is registered with the omission of the word “Limited” or “Berhad” from its name under this section has ceased to be a charitable company, the Registrar must e...
  58. Section 30Registration of unlimited company as limited company, etc.
    1. (1)Subject to this section —(a)an unlimited company may convert to a limited company if it was not previously a limited company that became an unlimited company pursuant to paragraph (b); and(b)a limited company may conver...
    2. (2)Where a company applies to the Registrar for a change of status as provided by subsection (1) and, subject to section 33(8) and (9) as applied by subsection (7), lodges with the application the prescribed documents rela...
    3. (3)Where the status of a company is changed pursuant to this section, notice of the change of status must be published in such manner (if any) as the Registrar may direct.
    4. (3A)Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company with the new status.
    5. (4)In subsection (2), “prescribed documents”, in relation to an application mentioned in that subsection, means —(a)a copy of a special resolution of the company —(i)resolving to change the status of the company and specif...
    6. (5)Section 26(2) to (6) does not apply to or in relation to an application under this section or to any prescribed documents in relation to the application.
    7. (6)A special resolution passed for the purposes of an application under this section takes effect only upon the issue under this section of a notice of incorporation of the company to which the resolution relates.
    8. (7)With such modifications as may be necessary, section 33 (except subsection (1)) applies to and in respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special resolution...
    9. (8)A change in the status of a company pursuant to this section does not operate —(a)to create a new legal entity;(b)to prejudice or affect the identity of the body corporate constituted by the company or its continuity as...
  59. Section 31Change from public to private company
    1. (1)A public company having a share capital may convert to a private company by lodging with the Registrar —(a)a copy of a special resolution —(i)determining to convert to a private company and specifying an appropriate alt...
    2. (2)A private company may, subject to its constitution, convert to a public company by lodging with the Registrar —(a)a copy of a special resolution determining to convert to a public company and specifying an appropriate a...
    3. (3)On compliance by a company with subsection (1) or (2) and on the issue of a notice of incorporation altered accordingly the company becomes a private company or a public company (as the case requires).
    4. (3A)The public company referred to in subsection (2) must, within 14 days after the issue of the notice of incorporation referred to in subsection (3), lodge with the Registrar in the prescribed form a list of persons holdi...
    5. (4)A conversion of a company pursuant to subsection (1) or (2) does not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, an...
    6. (5)Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company with the new status.
  60. Section 32Default in complying with requirements as to private companies
    1. (2)Where —(a)default has been made in relation to a private company in complying with a limitation of a kind specified in section 18(1)(b) that is included, or is deemed to be included in the constitution of the company;(b...
    2. (3)Where, under this section, the Court or the Registrar determines that a company has ceased to be a private company —(a)the company is a public company and is deemed to have been a public company on and from the date spe...
    3. (4)Where the Court is satisfied that a default or alteration referred to in subsection (2) has occurred but that it was accidental or due to inadvertence or to some other sufficient cause or that on other grounds it is jus...
    4. (5)A company that, by virtue of a determination made under this section, has become a public company may not convert to a private company without the permission of the Court.
    5. (6)If default is made in complying with subsection (3)(c), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and a...
    6. (7)[Deleted by Act 5 of 2004]
    7. (8)Where default is made in relation to a private company in complying with any restriction or limitation of a kind specified in section 18(1) that is included, or deemed to be included, in the constitution of the company,...
  61. Section 33Alterations of objects in constitution
    1. (1)Subject to this section, a company may by special resolution alter the provisions of its constitution with respect to the objects of the company, if any.
    2. (2)Where a company proposes to alter its constitution, with respect to the objects of the company, it must give 21 days’ written notice by post or by electronic communications in accordance with section 387A or 387C, speci...
    3. (3)The notice must be given to all members, and to all trustees for debenture holders and, if there are no trustees for any class of debenture holders, to all debenture holders of that class whose names are, at the time of...
    4. (4)The Court may in the case of any person or class of persons for such reasons as to it seem sufficient dispense with the notice required by subsection (2).
    5. (5)If an application for the cancellation of an alteration is made to the Court in accordance with this section by —(a)the holders of not less in the aggregate than 5% of the total number of issued shares of the company or...
    6. (5A)For the purposes of subsection (5), any of the company’s issued shares held as treasury shares is to be disregarded.
    7. (6)The application must be made within 21 days after the date on which the resolution altering the company’s objects was passed, and may be made on behalf of the persons entitled to make the application by such one or more...
    8. (7)On the application, the Court —(a)must have regard to the rights and interests of the members of the company or of any class of them as well as to the rights and interests of the creditors;(b)may if it thinks fit adjour...
    9. (8)Despite any other provision of this Act, a copy of a resolution altering the objects of a company must not be lodged with the Registrar before the expiration of 21 days after the passing of the resolution, or if any app...
    10. (9)A copy of the resolution must be lodged with the Registrar by the company within 14 days after the expiration of the 21 days mentioned in subsection (8), but if an application has been made to the Court in accordance wi...
    11. (10)On compliance by a company with subsection (9), the alteration (if any) of the objects takes effect.
    12. (11)To avoid doubt, a reference in this section to the alteration of any provision of the constitution of a company or the alteration of the objects of a company includes the removal of that provision or of all or any of th...
  62. Section 34Alteration of constitution by company pursuant to repeal and re‑enactment of sections 10 and 14 of Residential Property Act 1976
    1. (1)Where the constitution of a company contains any of the provisions referred to in section 10(1) of the Residential Property Act 1976 in force immediately before 31 March 2006, the company may, by special resolution, ame...
    2. (2)Where the constitution of a company contains a provision to the effect that its constitution must not be altered to remove any of the provisions referred to in section 10(1) of the Residential Property Act 1976 in force...
  63. Section 35Regulations for company
    1. (1)Subject to this section, a company’s constitution must contain the regulations for the company.
    2. (2)Subsection (1) does not apply to a company limited by shares that was incorporated before 3 January 2016.
    3. (3)Despite subsection (2), where immediately before 3 January 2016, regulations were in force for a company, whether the regulations were prescribed in the company’s registered articles, or were applicable in lieu of or in...
  64. Section 36Model constitution
    1. (1)The Minister may prescribe model constitutions for —(a)private companies; and(b)companies limited by guarantee,(called in this section and section 37 specified companies).
    2. (2)Different model constitutions may be prescribed for different descriptions of specified companies.
  65. Section 37Adoption of model constitution
    1. (1)A specified company may adopt as its constitution the whole or any part of the model constitution prescribed under section 36(1) for the type of company to which it belongs.
    2. (2)A specified company may in its constitution adopt the whole model constitution for the type of company to which it belongs by reference to the title of the model constitution.
    3. (3)Where a specified company adopts the whole model constitution for the type of company to which it belongs, the specified company may choose —(a)to adopt the model constitution as in force at the time of adoption; or(b)t...
    4. (4)A copy of the constitution of a specified company must be submitted to the Registrar, in accordance with section 19(1), where the specified company —(a)adopts only part of the model constitution for the type of company...
  66. Section 38As to constitution of companies limited by guarantee
    1. (1)In the case of a company limited by guarantee, every provision in the constitution or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company, otherw...
    2. (2)For the purposes of the provisions of this Act relating to the constitution of a company limited by guarantee and of this section, every provision in the constitution or in any resolution of a company limited by guarant...
  67. Section 39Effect of constitution
    1. (1)Subject to this Act, the constitution of a company, when registered, binds the company and the members thereof to the same extent as if it respectively had been signed and sealed by each member and contained covenants o...
    2. (2)All money payable by any member to the company under the constitution is a debt due from the member to the company.
    3. (3)Despite anything in the constitution of a company, no member of the company, unless either before or after the alteration is made the member agrees in writing to be bound thereby, is bound by an alteration made in the c...
  68. Section 40Copies of constitution
    1. (1)A company must, on being so required by any member, send to the member a copy of the constitution (if any) subject to payment of $5 or such lesser sum as is fixed by the directors.
    2. (2)Where an alteration is made in the constitution of a company, a copy of the constitution must not be issued by the company after the date of alteration unless —(a)the copy is in accordance with the alteration; or(b)a co...
    3. (3)[Omitted in 2006 Revised Edition]
    4. (4)If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence.
  69. Section 41Ratification by company of contracts made before incorporation
    1. (1)Any contract or other transaction purporting to be entered into by a company prior to its formation or by any person on behalf of a company prior to its formation may be ratified by the company after its formation and t...
    2. (2)Prior to ratification by the company the person or persons who purported to act in the name or on behalf of the company are, in the absence of express agreement to the contrary, personally bound by the contract or other...
    3. (3)Contracts on behalf of a corporation may be made as follows:(a)a contract which if made between private persons would by law be required to be in writing under seal may be made on behalf of the corporation in writing un...
    4. (4)A document or proceeding requiring authentication by a corporation may be signed by an authorised officer of the corporation and need not be under its common seal.
    5. (5)A corporation may by writing under its common seal empower any person, either generally or in respect of any specified matters, as its agent or attorney to execute deeds on its behalf and a deed signed by such an agent...
    6. (6)The authority of any such agent or attorney continues, as between the corporation and any person dealing with him or her, during the period (if any) mentioned in the instrument conferring the authority, or if no period...
    7. (7)A corporation whose objects require or comprise the transaction of business outside Singapore may, if authorised by its constitution, have for use in any place outside Singapore an official seal, which must be a facsimi...
    8. (8)The fact that a power of attorney or document of authorisation given to or in favour of the donee of the power or agent of a corporation is not under seal does not, if such power of attorney or document of authorisation...
    9. (9)Subsection (8) also applies to every instrument under seal executed before 15 May 1987 on behalf of any corporation by a donee of a power or an agent of that corporation whose authority was not under seal.
  70. Section 41ACommon seal
    1. (1)A company may have a common seal but need not have one.
    2. (2)Sections 41B and 41C apply whether a company has a common seal or not.
  71. Section 41BExecution of deeds by company
    1. (1)A company may execute a document described or expressed as a deed without affixing a common seal onto the document by signature —(a)on behalf of the company by a director of the company and a secretary of the company;(b...
    2. (2)A document mentioned in subsection (1) that is signed on behalf of the company in accordance with that subsection has the same effect as if the document were executed under the common seal of the company.
    3. (3)Where a document is to be signed by a person on behalf of more than one company, the document is not considered to be signed by that person for the purposes of subsection (1) or (2) unless the person signs the document...
    4. (4)This section applies in the case of a document mentioned in subsection (1) that is executed by the company in the name or on behalf of another person, whether or not that person is also a company.
  72. Section 41CAlternative to sealing
  73. Section 42[Repealed by Act 5 of 2004]
  74. Section 42ACompany or foreign company with a charitable purpose which contravenes Charities Act 1994 or regulations made thereunder may be wound up or struck off register
    1. (1)This section applies to a company or a foreign company —(a)that is registered under the Charities Act 1994; or(b)that has as its sole object or one of its principal objects a charitable purpose connected with persons, e...
    2. (2)A company or foreign company to which this section applies that is convicted of an offence under the Charities Act 1994 or any regulations made thereunder is deemed to be a company or foreign company (as the case may be...
    3. (3)In this section, “charitable purpose” means any charitable purpose or object or any other religious, public or social purpose or object, whether or not charitable under the law of Singapore.
  75. Part 4SHARES, DEBENTURES AND CHARGES
  76. Section 43[Repealed by S 236/2002]
  77. Section 44[Repealed by S 236/2002]
  78. Section 45[Repealed by S 236/2002]
  79. Section 45A[Repealed by S 236/2002]
  80. Section 46[Repealed by S 236/2002]
  81. Section 47[Repealed by S 236/2002]
  82. Section 48[Repealed by S 236/2002]
  83. Section 49[Repealed by S 236/2002]
  84. Section 50[Repealed by S 236/2002]
  85. Section 50A[Repealed by S 236/2002]
  86. Section 51[Repealed by S 236/2002]
  87. Section 52[Repealed by S 236/2002]
  88. Section 53[Repealed by S 236/2002]
  89. Section 54[Repealed by S 236/2002]
  90. Section 55[Repealed by S 236/2002]
  91. Section 55A[Repealed by S 236/2002]
  92. Section 55B[Repealed by S 236/2002]
  93. Section 56[Repealed by S 236/2002]
  94. Section 57[Repealed by S 236/2002]
  95. Section 58[Repealed by S 236/2002]
  96. Section 59Restriction on allotment in certain cases
    1. (1)A public company having a share capital which does not issue a prospectus on or with reference to its formation must not allot any of its shares or debentures unless, at least 3 days before the first allotment of either...
    2. (2)If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to impri...
    3. (3)Every director of a company who knowingly contravenes or permits or authorises the contravention of subsection (1) shall —(a)be guilty of an offence; and(b)be liable in addition to the penalty or punishment for the offe...
    4. (4)No proceedings for the recovery of any compensation referred to in subsection (3)(b) may be commenced after the expiration of 2 years from the date of the allotment.
  97. Section 60Requirements as to statements in lieu of prospectus
    1. (1)To comply with the requirements of this Act, a statement in lieu of prospectus lodged by or on behalf of a company —(a)must be signed by every person who is named therein as a director or a proposed director of the comp...
    2. (2)The Registrar must not accept for registration any statement in lieu of prospectus unless it appears to the Registrar to comply with the requirements of this Act.
    3. (3)Where in any statement in lieu of prospectus there is any untrue statement or wilful non‑disclosure, any director who signed the statement in lieu of prospectus shall, unless he or she proves either that the untrue stat...
  98. Section 61Restrictions on commencement of business in certain circumstances
    1. (1)Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company must not commence any business or exercise any borrowing power —(a)if any money is or may becom...
    2. (2)Where a public company having a share capital has not issued a prospectus inviting the public to subscribe for its shares, the company must not commence any business or exercise any borrowing power unless —(a)there has...
    3. (3)The Registrar must, on the lodgment of the declaration under subsection (1)(b)(iii) or (2)(c) (as the case may be), issue a notice in the prescribed form that the company is entitled to commence business and to exercise...
    4. (4)Any contract made by a company before the date on which it is entitled to commence business is provisional only and is not binding on the company until that date, and on that date it becomes binding.
    5. (5)Where shares and debentures are offered simultaneously by a company for subscription, nothing in this section prevents the receipt by the company of any money payable on application for the debentures.
    6. (6)If any company commences business or exercises borrowing powers in contravention of this section, every person who is responsible for the contravention shall be guilty of an offence and shall be liable on conviction to...
    7. (7)Upon the application of a company which has received a notice under subsection (3) and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming that the company is entitled to comm...
  99. Section 62Restriction on varying contracts referred to in prospectus, etc.
  100. Section 62ANo par value shares
    1. (1)Shares of a company have no par or nominal value.
    2. (2)Subsection (1) applies to all shares, whether issued before, on or after 30 January 2006.
  101. Section 62BTransitional provisions for section 62A
    1. (1)For the purpose of the operation of this Act on or after 30 January 2006 in relation to a share issued before that date —(a)the amount paid on the share is the sum of all amounts paid to the company at any time for the...
    2. (2)On 30 January 2006, any amount standing to the credit of a company’s share premium account and any amount standing to the credit of a company’s capital redemption reserve becomes part of the company’s share capital.
    3. (3)Despite subsection (2), a company may use the amount standing to the credit of its share premium account immediately before 30 January 2006 to —(a)provide for the premium payable on redemption of debentures or redeemabl...
    4. (4)Despite subsection (2), if the company carries on insurance business in Singapore immediately before 30 January 2006, it may also apply the amount standing to the credit of its share premium account immediately before t...
    5. (5)Despite subsection (1), the liability of a shareholder for calls in respect of money unpaid on shares issued before 30 January 2006 (whether on account of the par value of the shares or by way of premium) is not affecte...
    6. (6)For the purpose of interpreting and applying, on or after 30 January 2006, a contract (including the constitution of the company) entered into before that date or a trust deed or other document executed before that date...
    7. (7)A company may —(a)at any time before —(i)the date it is required under section 197(4) in force immediately before 3 January 2016 to lodge its first annual return after 30 January 2006; or(ii)the expiry of 6 months from...
    8. (8)Unless a company has filed a notice of its share capital under subsection (7), the Registrar may for the purposes of the records maintained by the Authority adopt, as the share capital of the company, the aggregate nomi...
  102. Section 63Return as to allotments by private companies
    1. (1)A private company may allot new shares, other than a deemed allotment, by lodging with the Registrar a return of the allotment in the prescribed form, which must include the following particulars:(a)the number of the sh...
    2. (2)An allotment of shares, other than a deemed allotment, by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under secti...
    3. (3)In this section and section 63A, “deemed allotment” means an issue of shares without formal allotment to subscribers to the constitution.
  103. Section 63AReturn as to allotments by public companies
    1. (1)Where a public company makes any allotment of its shares, other than a deemed allotment, the company must within 14 days thereafter lodge with the Registrar a return of the allotments stating —(a)the number of the share...
    2. (2)A return of allotment mentioned in subsection (1) by a public company, the shares of which are listed on an approved exchange in Singapore or any securities exchange outside Singapore, need not state the particulars spe...
    3. (3)If default is made in complying with this section, every officer of the public company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default pe...
  104. Section 63BLodgment of documents in relation to allotment
    1. (1)Where shares are allotted by a company as fully or partly paid up otherwise than in cash and the allotment is made pursuant to a contract in writing, the company must lodge with the return of allotment the contract evid...
    2. (2)If a certified copy of a contract is lodged, the original contract duly stamped must if the Registrar so requests be produced at the same time to the Registrar.
    3. (3)Where shares are allotted as fully or partly paid up otherwise than in cash and the allotment is made —(a)pursuant to a contract not reduced to writing;(b)pursuant to a provision in the constitution; or(c)in satisfactio...
    4. (4)The document referred to in subsection (3) is —(a)a statement of prescribed particulars; or(b)in lieu of the statement, where the shares are allotted pursuant to a scheme of arrangement approved by the Court under secti...
    5. (5)The company must lodge the document specified in subsection (4) at the same time and together with the return of allotment.
    6. (6)If default is made in complying with this section, every officer of a company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $4,000 and to a default p...
  105. Section 63CNotice of increase in total amount paid up on shares
  106. Section 64Rights and powers attaching shares
    1. (1)Subject to subsections (2) and (3), sections 21 and 76J, and any written law to the contrary, a share in a company confers on the holder of the share the right to one vote on a poll at a meeting of the company on any re...
    2. (2)A company’s constitution may provide that a member is not entitled to vote unless all calls or other sums personally payable by the member in respect of shares in the company have been paid.
    3. (3)Subject to subsection (4) and section 64A, a right specified in subsection (1) may be negated, altered, or added to by the constitution of the company.
    4. (4)Despite subsection (3), the right of a holder of a specified share of a company to at least one vote on a poll at a meeting of the company on the following resolutions may not be negated or altered:(a)a resolution to wi...
    5. (5)In subsection (4), “specified share” means a share in the company, by whatever name called which, but for that subsection, does not entitle the holder thereof to the right to vote at a general meeting of the company.
    6. (6)This section does not operate so as to limit or derogate from the rights of any person under section 74.
  107. Section 64AIssue of shares with different voting rights by public company
    1. (1)Different classes of shares in a public company may be issued only if —(a)the issue of the class or classes of shares is provided for in the constitution of the public company; and(b)the constitution of the public compa...
    2. (2)Without limiting subsection (1) but subject to the conditions of subsection (1)(a) and (b), shares in a public company may —(a)confer special, limited, or conditional voting rights; or(b)not confer voting rights.
    3. (3)Despite anything in subsection (1) or (2), a public company must not undertake any issuance of shares in the public company that confers special, limited or conditional voting rights, or that confers no voting rights un...
    4. (4)Where a public company has one or more classes of shares that confer special, limited or conditional voting rights, or that confer no voting rights, the notice of any general meeting required to be given to a person ent...
    5. (5)This section does not operate so as to limit or derogate from the rights of any person under section 74.
    6. (6)Nothing in this section affects the right of a private company, subject to its constitution, to issue shares of different classes, including shares conferring special, limited or conditional voting rights or no voting r...
  108. Section 65Differences in calls and payments, etc.
    1. (1)A company if so authorised by its constitution may —(a)make arrangements on the issue of shares for varying the amounts and times of payment of calls as between shareholders;(b)accept from any member the whole or a part...
    2. (2)A limited company may by special resolution determine that any portion of its share capital which has not been already called up is not capable of being called up except in the event and for the purposes of the company...
  109. Section 66Share warrants
    1. (1)A company must not issue any share warrant stating that the bearer of the warrant is entitled to the shares therein specified and which enables the shares to be transferred by delivery of the warrant.
    2. (2)The bearer of a share warrant issued before 29 December 1967 is, in the 2‑year period after 1 July 2015, entitled to surrender it for cancellation and to have the bearer’s name entered in the register of members.
    3. (3)The company is responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant issued before 29 December 1967 in respect of the shares therein sp...
    4. (4)A company must cancel any share warrant which is issued by a company before 29 December 1967 that is unaccounted for by the expiry of the 2‑year period mentioned in subsection (2), and the company is not responsible for...
  110. Section 67Use of share capital to pay expenses incurred in issue of new shares
    1. (1)A company may use its share capital to pay any expenses (including brokerage or commission) incurred directly in the issue of new shares.
    2. (2)A payment made under subsection (1) is not to be taken as reducing the amount of share capital of the company.
  111. Section 68Issue of shares for no consideration
  112. Section 69[Repealed by Act 21 of 2005]
  113. Section 69A[Repealed by Act 21 of 2005]
  114. Section 69B[Repealed by Act 21 of 2005]
  115. Section 69C[Repealed by Act 21 of 2005]
  116. Section 69D[Repealed by Act 21 of 2005]
  117. Section 69E[Repealed by Act 21 of 2005]
  118. Section 69F[Repealed by Act 21 of 2005]
  119. Section 70Redeemable preference shares
    1. (1)Subject to this section, a company having a share capital may, if so authorised by its constitution, issue preference shares which are, or at the option of the company are to be, liable to be redeemed and the redemption...
    2. (2)[Deleted by Act 36 of 2014]
    3. (3)The shares must not be redeemed unless they are fully paid up.
    4. (4)The shares must not be redeemed out of the capital of the company unless —(a)all the directors have made a solvency statement in relation to such redemption; and(b)the company has lodged a copy of the statement with the...
    5. (5)To avoid doubt, shares redeemed out of proceeds of a fresh issue of shares issued for the purpose of redemption are not to be treated as having been redeemed out of the capital of the company.
    6. (6)A private company may redeem any redeemable preference shares by lodging a prescribed notice of redemption with the Registrar.
    7. (7)A redemption of any redeemable preference shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196...
    8. (8)If a public company redeems any redeemable preference shares, it must within 14 days after doing so give notice thereof to the Registrar specifying the shares redeemed.
  120. Section 71Power of company to alter its share capital
    1. (1)Subject to subsections (1B) and (1C), a company, if so authorised by its constitution, may in general meeting alter its share capital in any one or more of the following ways:(a)[Deleted by Act 21 of 2005](b)consolidate...
    2. (1A)A public company which alters its share capital may lodge with the Registrar a notice of the alteration in the prescribed form.
    3. (1B)A private company may alter its share capital by lodging a notice of alteration in the prescribed form with the Registrar.
    4. (1C)An alteration of share capital of a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
    5. (2)A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.
    6. (3)An unlimited company having a share capital may by any resolution passed for the purposes of section 30(1) —(a)increase the amount of its share capital by increasing the issue price of each of its shares, but subject to...
  121. Section 72Validation of shares improperly issued
  122. Section 73Redenomination of shares
    1. (1)A company having a share capital may by ordinary resolution convert its share capital or any class of shares from one currency to another currency.
    2. (2)A resolution under this section may authorise a company having a share capital to redenominate its share capital —(a)on more than one occasion; and(b)at a specified time or under specified circumstances.
    3. (3)The redenomination must be made at a spot rate of exchange specified in the resolution.
    4. (4)The rate mentioned in subsection (3) must be either —(a)a rate prevailing on a day specified in the resolution; or(b)a rate determined by taking the average of rates prevailing on each consecutive day of a period specif...
    5. (5)The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed.
    6. (6)A resolution under this section may specify conditions which must be met before the redenomination takes effect.
    7. (7)Redenomination in accordance with a resolution under this section takes effect —(a)on the day on which the resolution is passed; or(b)on such later day as may be determined in accordance with the resolution.
    8. (8)A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed.
    9. (9)A company’s constitution may exclude or restrict the exercise of a power conferred by this section.
    10. (10)In this section and sections 73A and 73B, “redenomination” means the conversion of share capital or any class of shares from one currency to another.
  123. Section 73AEffect of redenomination
    1. (1)A redenomination of shares does not affect —(a)any rights or obligations of members under the company’s constitution or any restrictions affecting members under the company’s constitution; or(b)any entitlement to divide...
    2. (2)For the purposes of subsection (1), the reference to a company’s constitution includes the terms on which any shares of the company are allotted or held.
  124. Section 73BNotice of redenomination
    1. (1)Within 14 days after passing a resolution under section 73, a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination.
    2. (2)The notice must include the following information with respect to the company’s share capital as redenominated by the resolution:(a)the total number of issued shares in the company;(b)the amount paid up or regarded as p...
    3. (3)The particulars referred to in subsection (2)(d)(i) are —(a)particulars of any voting rights attached to shares in the class, including rights that arise only in certain circumstances;(b)particulars of any rights attach...
    4. (4)If default is made in complying with this section, every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty o...
  125. Section 74Rights of holders of classes of shares
    1. (1)Where, in the case of a company the share capital of which is divided into different classes of shares, provision is made in its constitution for authorising the variation or abrogation of the rights attached to any cla...
    2. (1AA)Despite the rights attached to a class of shares in a company having been varied or abrogated in accordance with subsection (1), the holders in total of not less than 5% of the total number of shares of that class may a...
    3. (1AB)Where an application mentioned in subsection (1AA) is made to the Court, the variation or abrogation of the rights attached to the class of shares does not have effect until confirmed by the Court.
    4. (1A)For the purposes of subsections (1) and (1AA), any of the company’s shares held as treasury shares is to be disregarded.
    5. (2)An application mentioned in subsection (1AA) is not invalid by reason of the applicants or any of them having consented to or voted in favour of the resolution for the variation or abrogation if the Court is satisfied t...
    6. (3)An application mentioned in subsection (1AA) must be made within one month after the date on which the consent was given or the resolution was passed or such further time as the Court allows, and may be made on behalf o...
    7. (4)On the application the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, may, if satisfied having regard to all the circumstances of th...
    8. (5)The company must, within 14 days after the making of an order by the Court on any such application, lodge a copy of the order with the Registrar and if default is made in complying with this provision the company and ev...
    9. (6)The issue by a company of preference shares ranking pari passu with existing preference shares issued by the company is deemed to be a variation of the rights attached to those existing preference shares unless the issu...
    10. (7)For the purposes of this section, the alteration of any provision in the constitution of a company which affects or relates to the manner in which the rights attaching to the shares of any class may be varied or abrogat...
    11. (8)This section does not operate so as to limit or derogate from the rights of any person to obtain relief under section 216.
  126. Section 74AConversion of shares
    1. (1)Subject to this section and sections 64A and 75, a company the share capital of which is divided into different classes of shares may make provision in its constitution to authorise the conversion of one class of shares...
    2. (2)A public company may convert one class of shares (A) into another class of shares (B) by special resolution only if the constitution of the public company —(a)permits B to be issued; and(b)sets out the rights attached t...
    3. (3)A private company may convert shares from one class to another by lodging a notice of conversion in the prescribed form with the Registrar.
    4. (4)A conversion of shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
    5. (5)Section 74 applies where a conversion of shares undertaken by a company involves a variation or an abrogation of the rights attached to any class of shares in the company.
    6. (6)Despite anything in this section, a share that is not a redeemable preference share when issued cannot afterwards be converted into a redeemable preference share.
  127. Section 75Rights of holders of preference shares to be set out in constitution
    1. (1)No company may allot any preference shares or convert any issued shares into preference shares unless there are set out in its constitution the rights of the holders of those shares with respect to repayment of capital,...
    2. (2)If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
  128. Section 76Company financing dealings in its shares, etc.
    1. (1)Except as otherwise expressly provided by this Act, a public company or a company whose holding company or ultimate holding company is a public company must not, whether directly or indirectly, give any financial assist...
    2. (1A)Except as otherwise expressly provided by this Act, a company must not —(a)whether directly or indirectly, in any way —(i)acquire shares or units of shares in the company; or(ii)purport to acquire shares or units of sha...
    3. (2)A reference in this section to the giving of financial assistance includes a reference to the giving of financial assistance by means of the making of a loan, the giving of a guarantee, the provision of security, the re...
    4. (3)For the purposes of this section, a company is taken to have given financial assistance for the purpose of an acquisition or proposed acquisition referred to in subsection (1) (called in this subsection the relevant pur...
    5. (4)For the purposes of this section, a company is taken to have given financial assistance in connection with an acquisition or proposed acquisition referred to in subsection (1) if, when the financial assistance was given...
    6. (5)If a company contravenes subsection (1) or (1A), the company shall not be guilty of an offence, despite section 407, but each officer of the company who is in default shall be guilty of an offence and shall be liable on...
    7. (6)Where a person is convicted of an offence under subsection (5) and the Court by which the person is convicted is satisfied that the company or another person has suffered loss or damage as a result of the contravention...
    8. (7)The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a pe...
    9. (8)Nothing in subsection (1) or (1A) prohibits —(a)a distribution of a company’s assets by way of dividends lawfully made;(aa)a distribution in the course of a company’s winding up;(b)a payment made by a company pursuant t...
    10. (8A)For the purposes of subsection (8)(m) —(a)an “odd‑lot” means any amount of shares in the company which is less than the amount of shares constituting a board lot;(b)a “board lot” means a standard unit of trading of the...
    11. (9)Nothing in subsection (1) or (1A) prohibits —(a)the making of a loan, or the giving of a guarantee or the provision of security in connection with one or more loans made by one or more other persons, by a company in the...
    12. (9A)Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the compa...
    13. (9B)Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the compa...
    14. (9BA)Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the compa...
    15. (9C)A company must not give financial assistance under subsection (9A) or (9B) if, before the assistance is given —(a)any of the directors who voted in favour of the resolution under subsection (9A)(c) or (9B)(a), respectiv...
    16. (9CA)A company must not give financial assistance under subsection (9BA) if, before the assistance is given, any of the directors who voted in favour of the resolution under subsection (9BA)(b) ceases to be satisfied that th...
    17. (9D)A director of a company is not relieved of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of financial assistance by the company for the p...
    18. (10)Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the compa...
    19. (10A)If the resolution mentioned in subsection (10)(a) or (b) is proposed to be passed by written means under section 184A, subsection (10)(f) or (g) (as the case may be) must be complied with at or before the time —(a)agree...
    20. (11)Where, on application to the Court by a company, the Court is satisfied that the provisions of subsection (10) have been substantially complied with in relation to a proposed giving by the company of financial assistanc...
    21. (12)Where a special resolution mentioned in subsection (10)(a) is passed by a company, an application to the Court opposing the giving of the financial assistance to which the special resolution relates may be made, within...
    22. (13)Where an application or applications opposing the giving of financial assistance by a company in accordance with a special resolution passed by the company is or are made to the Court under subsection (12), the Court —(...
    23. (14)Where the Court makes an order under this section in relation to the giving of financial assistance by a company, the company must, within 14 days after the order is made, lodge with the Registrar a copy of the order.
    24. (15)The passing of a special resolution by a company for the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in th...
    25. (16)A reference in this section to an acquisition or proposed acquisition of shares or units of shares is a reference to any acquisition or proposed acquisition whether by way of purchase, subscription or otherwise.
    26. (17)This section does not apply in relation to the doing of any act or thing pursuant to a contract entered into before 15 May 1987 if the doing of that act or thing would have been lawful if this Act had not been enacted.
  129. Section 76AConsequences of company financing dealings in its shares, etc.
    1. (1)The following contracts or transactions made or entered into in contravention of section 76 are void:(a)a contract or transaction by which a company acquires or purports to acquire its own shares or units of its own sha...
    2. (1A)Subsection (1) does not apply to a disposition of book‑entry securities, but a Court, on being satisfied that a disposition of book‑entry securities would in the absence of this subsection be void may, on the applicatio...
    3. (2)Subject to subsection (1), a contract or transaction made or entered into in contravention of section 76, or a contract or transaction related to such contract or transaction, is voidable at the option of the company. T...
    4. (3)The Court may, on the application of a member of a company, a holder of debentures of a company, a trustee for the holders of debentures of a company or a director of a company, by order, authorise the member, holder of...
    5. (4)Where —(a)a company makes or performs a contract, or engages in a transaction;(b)the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or the contract or transaction is rela...
    6. (5)The orders that may be made under subsection (4) include —(a)an order directing a person to refund money or return property to the company or to another person;(b)an order directing a person to pay to the company or to...
    7. (6)If a certificate signed by not less than 2 directors, or by a director and a secretary, of a company stating that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be), inclusive, have been compli...
    8. (7)Subsection (6) does not apply in relation to a person to whom a certificate is given under that subsection in relation to a contract or transaction if the Court, on application by the company concerned or any other pers...
    9. (8)For the purposes of subsection (7), a person is, in the absence of proof to the contrary, deemed to have been aware at a particular time of any matter of which an employee or agent of the person having duties or acting...
    10. (9)In any proceeding, a document purporting to be a certificate given under subsection (6) is, in the absence of proof to the contrary, deemed to be such a certificate and to have been duly given.
    11. (10)A person who has possession of a certificate given under subsection (6) is, in the absence of proof to the contrary, deemed to be the person to whom the certificate was given.
    12. (11)If a person signs a certificate stating that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) have been complied with in relation to the proposed giving by a company of financial assistance a...
    13. (12)It is a defence to a prosecution for an offence under subsection (11) if the defendant proves that at the time when the defendant signed the certificate he or she believed on reasonable grounds that all the requirements...
    14. (13)The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability mentioned in that section extends to relieving a pers...
    15. (14)If a company makes a contract or engages in a transaction under which it gives financial assistance as mentioned in section 76(1) or lends money as mentioned in section 76(1A)(b), any contract or transaction made or eng...
    16. (15)Any rights or liabilities of a person under this section (including rights or liabilities under an order made by the Court under this section) are in addition to and not in derogation of any rights or liabilities of tha...
  130. Section 76BCompany may acquire its own shares
    1. (1)Despite section 76, a company may, in accordance with this section and sections 76C to 76G, purchase or otherwise acquire shares issued by it if it is expressly permitted to do so by its constitution.
    2. (2)This section and sections 76C to 76G apply to ordinary shares, stocks and preference shares.
    3. (3)The total number of ordinary shares and stocks in any class that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification pre...
    4. (3A)Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of ordinary shares and stocks of the company in any clas...
    5. (3B)The total number of preference shares in any class which are not redeemable under section 70 that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the...
    6. (3C)Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of non‑redeemable preference shares of the company in an...
    7. (3D)There is no limit on the number of redeemable preference shares that may be purchased or acquired by a company during the relevant period.
    8. (3E)For the purposes of this section, any of the company’s ordinary shares held as treasury shares is to be disregarded.
    9. (4)In subsections (3), (3B) and (3D), “relevant period” means the period —(a)commencing from the date of a resolution passed pursuant to section 76C, 76D, 76DA or 76E (as the case may be); and(b)expiring on the date the ne...
    10. (5)Ordinary shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are, unless held in treasury in accordance with section 76H, deemed to be cancelled immediately on purchase or acquis...
    11. (5A)Preference shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are deemed to be cancelled immediately on purchase or acquisition.
    12. (6)On the cancellation of a share under subsection (5) or (5A), the rights and privileges attached to that share expire.
    13. (7)A private company may purchase or acquire any of its shares under section 76C, 76D, 76DA or 76E by lodging the following with the Registrar:(a)a copy of a resolution mentioned in section 76C, 76D, 76DA or 76E;(b)a notic...
    14. (8)A purchase or acquisition by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
    15. (9)Where a public company purchases or acquires shares issued by it under section 76C, 76D, 76DA or 76E —(a)within 30 days after the passing of a resolution mentioned in section 76C, 76D, 76DA or 76E (as the case may be) t...
    16. (10)Nothing in this section or in sections 76C to 76G is to be construed so as to limit or affect an order of the Court made under any section that requires a company to purchase or acquire its own shares.
  131. Section 76CAuthority for off‑market acquisition on equal access scheme
    1. (1)A company, whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, may make a purchase or acquisition of its own shares otherwise than on an approved exchange in Si...
    2. (2)The notice specifying the intention to propose the resolution to authorise an off‑market purchase must —(a)specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or...
    3. (3)The resolution authorising an off‑market purchase mentioned in subsection (2) must state the particulars referred to in subsection (2)(a), (b) and (c).
    4. (4)The authority for an off‑market purchase referred to in subsection (2) may, from time to time, be varied or revoked by the company in general meeting.
    5. (5)A resolution to confer or vary the authority for an off‑market purchase under this section may determine the maximum price for purchase or acquisition by —(a)specifying a particular sum; or(b)providing a basis or formul...
    6. (6)For the purposes of this section and sections 76D and 76DA, an “equal access scheme” means a scheme which satisfies all the following conditions:(a)the offers under the scheme are to be made to every person who holds sh...
  132. Section 76DAuthority for selective off‑market acquisition
    1. (1)A company may make a purchase or acquisition of its own shares otherwise than on a securities exchange and not in accordance with an equal access scheme (called in this section a selective off‑market purchase) if the pu...
    2. (2)The terms of the agreement for a selective off‑market purchase must be authorised by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or b...
    3. (2A)Where the shares that are the subject of a selective off‑market purchase mentioned in subsection (2) belong to a particular class of shares and do not constitute all the shares in that class, the company must, before pa...
    4. (3)The notice specifying the intention to propose a special resolution to authorise an agreement for a selective off‑market purchase must —(a)specify a date on which the authority is to expire, being a date that must not b...
    5. (4)The special resolution authorising a selective off‑market purchase mentioned in subsection (2) must state the expiry date referred to in subsection (3)(a).
    6. (4A)If the special resolution mentioned in subsection (2) is proposed to be passed by written means under section 184A —(a)a person whose shares are proposed to be purchased or acquired or any of the person’s associated per...
    7. (5)The authority referred to in subsection (2) may, from time to time, be varied or revoked by a special resolution with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the per...
    8. (5A)Where the shares that are the subject of the selective off‑market purchase belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resoluti...
    9. (6)For the purposes of subsections (2) and (5) —(a)a member or any of the member’s associated persons who holds any of the shares to which the resolution relates is regarded as exercising the voting rights carried by those...
    10. (7)The special resolution mentioned in subsection (2) is not effective for the purposes of this section unless (if the proposed agreement is in writing) a copy of the agreement or (if not) a written memorandum of its terms...
    11. (8)A memorandum of terms so made available must include the names of any members holding shares to which the agreement relates and where a member holds such shares as nominee for another person, the name of that other pers...
    12. (9)A company may agree to a variation of an existing agreement so approved, but only if the variation is authorised, before it is agreed to, by a special resolution of the company, with no votes being cast by any person wh...
    13. (9A)Where the shares that are the subject of the selective off‑market purchase belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resoluti...
    14. (10)Subsections (3) to (7) apply to the authority for a proposed variation as they apply to the authority for a proposed agreement except that a copy of the original agreement or (as the case may require) a memorandum of it...
    15. (11)The rights of a company under an agreement for a selective off‑market purchase approved under this section are not capable of being assigned except by order of the Court made pursuant to any provision of this Act or any...
    16. (12)An agreement by a company to release its rights under an agreement for a selective off‑market purchase approved under this section is void unless the terms of the release agreement are approved in advance before the agr...
    17. (12A)Where the shares that are the subject of the selective off‑market purchase belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resoluti...
    18. (12B)To avoid doubt, the consent mentioned in subsection (2A), (5A), (9A) or (12A) includes, but is not limited to, consent given by a resolution passed at a meeting of the holders mentioned in that subsection.
    19. (13)A resolution to confer or vary authority for a selective off‑market purchase under this section may determine the maximum price for purchase or acquisition by —(a)specifying a particular sum; or(b)providing a basis or f...
    20. (14)In this section, “associated person”, in relation to a person, means —(a)the person’s spouse, child or stepchild; or(b)a person who would, by virtue of section 7(5), be treated as an associate of the firstmentioned pers...
  133. Section 76DAContingent purchase contract
    1. (1)A company may, whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, make a purchase or acquisition of its own shares under a contingent purchase contract if the...
    2. (2)Subject to subsection (3), the authority under subsection (1) may, from time to time, be varied or revoked by a special resolution of the company.
    3. (3)The notice specifying the intention to propose a special resolution to authorise a contingent purchase contract must specify a date on which the authority is to expire and that date must not be later than the date on wh...
    4. (4)The special resolution mentioned in subsection (1) is invalid for the purposes of this section unless a copy of the proposed contingent purchase contract is available for inspection by members of the company —(a)at the...
    5. (5)A company may agree to a variation of an existing contingent purchase contract so approved if, and only if, the variation is authorised, before it is agreed to, by a special resolution of the company.
    6. (6)Subsections (2), (3) and (4) apply to the authority for a proposed variation as they apply to the authority for a proposed contingent purchase contract, except that a copy of the original contract, together with any var...
    7. (7)The company may only make an offer to enter into a contingent purchase contract in accordance with all of the following conditions:(a)the offer must be made to every person who holds shares of the same class in the comp...
    8. (8)To avoid doubt, the company may purchase or acquire shares under a contingent purchase contract from any person whether or not the offer to enter into the contract was originally made to the person.
    9. (9)In this section, “contingent purchase contract” means a contract entered into by a company and relating to any of its shares —(a)which does not amount to a contract to purchase or acquire those shares; but(b)under which...
  134. Section 76EAuthority for market acquisition
    1. (1)A company must not make a purchase or acquisition of its own shares on a securities exchange (called in this section a market purchase) unless the purchase or acquisition has been authorised in advance by the company in...
    2. (2)The notice specifying the intention to propose the resolution to authorise a market purchase must —(a)specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or acqui...
    3. (3)The authority for a market purchase may be unconditional or subject to conditions and must state the particulars referred to in subsection (2)(a), (b) and (c).
    4. (4)The authority for a market purchase may, from time to time, be varied or revoked by the company in general meeting but the variation must comply with subsections (2) and (3).
    5. (5)A resolution to confer or vary authority for a market purchase under this section may determine the maximum price for purchase or acquisition by —(a)specifying a particular sum; or(b)providing a basis or formula for cal...
  135. Section 76FPayments to be made only if company is solvent
    1. (1)A payment made by a company in consideration of —(a)acquiring any right with respect to the purchase or acquisition of its own shares in accordance with section 76C, 76D, 76DA or 76E;(b)the variation of an agreement app...
    2. (1A)A payment referred to in subsection (1)(a) includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition by the company of its own shares.
    3. (2)If the requirements in subsection (1) are not satisfied in relation to an agreement —(a)in a case within subsection (1)(a) — no purchase or acquisition by the company of its own shares pursuant to that agreement is lawf...
    4. (3)Every director or chief executive officer of a company who approves or authorises, the purchase or acquisition of the company’s own shares or the release of obligations, knowing that the company is not solvent shall, wi...
    5. (4)For the purposes of this section, a company is solvent if at the date of the payment mentioned in subsection (1) the following conditions are satisfied:(a)there is no ground on which the company could be found to be una...
  136. Section 76GReduction of capital or profits or both on cancellation of repurchased shares
    1. (1)Where under section 76C, 76D, 76DA or 76E, shares of a company are purchased or acquired, and cancelled under section 76B(5), the company must —(a)reduce the amount of its share capital where the shares were purchased o...
    2. (2)For the purpose of subsection (1), the total amount of the purchase price referred to in that subsection includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition of the...
  137. Section 76HTreasury shares
    1. (1)Where ordinary shares or stocks are purchased or otherwise acquired by a company in accordance with sections 76B to 76G, the company may —(a)hold the shares or stocks (or any of them); or(b)deal with any of them, at any...
    2. (2)Where ordinary shares or stocks are held under subsection (1)(a) then, for the purposes of section 190 (Register and index of members) and section 196A (Electronic register of members), the company must be entered in th...
  138. Section 76ITreasury shares: maximum holdings
    1. (1)Where a company has shares of only one class, the aggregate number of shares held as treasury shares must not at any time exceed 10% of the total number of shares of the company at that time.
    2. (2)Where the share capital of a company is divided into shares of different classes, the aggregate number of the shares of any class held as treasury shares must not at any time exceed 10% of the total number of the shares...
    3. (3)Where subsection (1) or (2) is contravened by a company, the company must dispose of or cancel the excess shares in accordance with section 76K before the end of the period of 6 months beginning with the day on which th...
    4. (4)In subsection (3), “the excess shares” means such number of the shares, held by the company as treasury shares at the time in question, as resulted in the limit being exceeded.
  139. Section 76JTreasury shares: voting and other rights
    1. (1)This section applies to shares which are held by a company as treasury shares.
    2. (2)The company must not exercise any right in respect of the treasury shares and any purported exercise of such a right is void.
    3. (3)The rights to which subsection (2) applies include any right to attend or vote at meetings (including meetings under section 210) and for the purposes of this Act, the company is to be treated as having no right to vote...
    4. (4)No dividend may be paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding up) may be made, to the company in respect of the t...
    5. (5)Nothing in this section is to be taken as preventing —(a)an allotment of shares as fully paid bonus shares in respect of the treasury shares; or(b)the subdivision or consolidation of any treasury share into treasury sha...
    6. (6)Any shares allotted as fully paid bonus shares in respect of the treasury shares are to be treated for the purposes of this Act as if they were purchased by the company at the time they were allotted, in circumstances i...
  140. Section 76KTreasury shares: disposal and cancellation
    1. (1)Subject to subsection (1A), where shares are held by a private company as treasury shares, the company may at any time —(a)sell the shares (or any of them) for cash;(b)transfer the shares (or any of them) for the purpos...
    2. (1A)A private company may cancel or dispose of treasury shares pursuant to subsection (1) by lodging a prescribed notice of the cancellation or disposal of treasury shares with the Registrar together with the prescribed fee.
    3. (1B)A cancellation or disposal of treasury shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5...
    4. (1C)Where shares are held by a public company as treasury shares, the company may at any time —(a)sell the shares (or any of them) for cash;(b)transfer the shares (or any of them) for the purposes of or pursuant to any shar...
    5. (1D)Where a public company cancels or disposes treasury shares in accordance with subsection (1C), the directors of the company must lodge with the Registrar a prescribed notice of the cancellation or disposal of treasury s...
    6. (2)In subsections (1)(a) and (1C)(a), “cash”, in relation to a sale of shares by a company, means —(a)cash (including foreign currency) received by the company;(b)a cheque received by the company in good faith which the di...
    7. (3)But if the company receives a notice under section 215 (Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority) that a person desires to acquire any of the shares, the compan...
    8. (4)The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) or (1C) (as the case may be) without complying with section 78B (Reduction of share capital by private c...
  141. Section 77Options over unissued shares
    1. (1)An option granted after 29 December 1967 by a public company which enables any person to take up unissued shares of the company after a period of 5 years has elapsed from the date on which the option was granted is void.
    2. (1A)An option granted on or after 18 November 1998 by a public company which enables any employee of that company or its related corporation (including any director holding a salaried office or employment in that company or...
    3. (2)Subsection (1) or (1A) does not apply in any case where the holders of debentures have an option to take up shares of the company by way of redemption of the debentures.
  142. Section 78Power of company to pay interest out of capital in certain cases
  143. Section 78APreliminary
    1. (1)A company may reduce its share capital under the provisions of this Division in any way and, in particular, do all or any of the following:(a)extinguish or reduce the liability on any of its shares in respect of share c...
    2. (2)A company may not reduce its share capital in any way except by a procedure provided for it by the provisions of this Division.
    3. (3)A company’s constitution may exclude or restrict any power to reduce share capital conferred on the company by this Division.
    4. (4)In this Division —
    5. Definition“reduction information”, in relation to a proposed reduction of share capital by a special resolution of a company, means the following information:(a)the amount of the company’s share capital that is thereby reduced;(b...
    6. Definition“resolution date”, in relation to a resolution, means the date when the resolution is passed.
    7. (5)This Division does not apply to an unlimited company, and does not preclude such a company from reducing in any way its share capital.
    8. (5A)This Division does not apply to any redemption of preference shares issued by a company under section 70(1) which results in a reduction in the company’s share capital.
    9. (6)This Division does not apply to the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G.
  144. Section 78BReduction of share capital by private company
    1. (1)A private company limited by shares may reduce its share capital in any way by a special resolution if the company —(a)[Deleted by Act 36 of 2014](b)meets the solvency requirements; and(c)meets such publicity requiremen...
    2. (2)Despite subsection (1), the company need not meet the solvency requirements if the reduction of share capital does not involve any of the following:(a)a reduction or distribution of cash or other assets by the company;(...
    3. (3)For the purposes of subsection (1), the company meets the solvency requirements if —(a)all the directors of the company make a solvency statement in relation to the reduction of capital; and(b)the statement is made —(i)...
    4. (4)Unless subsection (2) applies, the company —(a)must —(i)if the resolution for reducing share capital is a special resolution to be passed by written means under section 184A — ensure that every copy of the resolution se...
    5. (5)The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence.
    6. (6)Any requirement under subsection (4)(b) ceases if the resolution is revoked.
  145. Section 78CReduction of share capital by public company
    1. (1)A public company may reduce its share capital in any way by a special resolution if the company —(a)[Deleted by Act 36 of 2014](b)meets the solvency requirements; and(c)meets such publicity requirements as may be prescr...
    2. (2)Despite subsection (1), the company need not meet the solvency requirements if the reduction of share capital does not involve any of the following:(a)a reduction or distribution of cash or other assets by the company;(...
    3. (3)The company meets the solvency requirements if —(a)all the directors of the company make a solvency statement in relation to the reduction of share capital;(b)the statement is made —(i)in time for subsection (4)(a) to b...
    4. (4)Unless subsection (2) applies, the company must —(a)throughout the meeting at which the resolution is to be passed — make the solvency statement or a copy of it available for inspection by the members at the meeting; an...
    5. (5)The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence.
    6. (6)Any requirement under subsection (3)(c) or (4)(b) ceases if the resolution is revoked.
  146. Section 78DCreditor’s right to object to company’s reduction
    1. (1)This section applies where a company has passed a special resolution for reducing share capital under section 78B or 78C.
    2. (2)Any creditor of the company to which this subsection applies may, at any time during the 6 weeks beginning with the resolution date, apply to the Court for the resolution to be cancelled.
    3. (3)Subsection (2) applies to a creditor of the company who, at the date of the creditor’s application to the Court, is entitled to any debt or claim which, if that date were the commencement of the winding up of the compan...
    4. (4)When an application is made under subsection (2) —(a)the creditor must as soon as possible serve the application on the company; and(b)the company must as soon as possible give to the Registrar notice of the application.
  147. Section 78EPosition at end of period for creditor objections
    1. (1)Where —(a)a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)(c) and the solvency requirements under section 78B(3) (if applicable); and(b)no appl...
    2. (2)Where —(a)a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)(c) and the solvency requirements (if applicable) under section 78C(3); and(b)no appli...
    3. (3)Where —(a)a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)(c) and the solvency requirements under section 78B(3) (if applicable); but(b)during...
    4. (4)Where —(a)a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)(c) and the solvency requirements under section 78C(3) (if applicable); but(b)during t...
    5. (5)The resolution in a case referred to in subsection (1), (2), (3) or (4), and the reduction of the share capital, take effect when the Registrar has recorded the information lodged with him or her in the appropriate regi...
  148. Section 78FPower of Court where creditor objection made
    1. (1)An application by a creditor under section 78D is to be determined by the Court in accordance with this section.
    2. (2)The Court must make an order cancelling the resolution if, at the time the application is considered, the resolution has not been cancelled previously, any debt or claim on which the application was based is outstanding...
    3. (3)Otherwise, the Court is to dismiss the application.
    4. (4)Where the Court makes an order under subsection (2), the company must send notice of the order to the Registrar within 15 days beginning with the date the order is made.
    5. (5)If a company contravenes subsection (4), every officer of the company who is in default shall be guilty of an offence.
    6. (6)For the purposes of this section, a debt is outstanding if it has not been discharged, and a claim is outstanding if it has not been terminated.
  149. Section 78GReduction by special resolution subject to Court approval
    1. (1)A company limited by shares may, as an alternative to reducing its share capital under section 78B or 78C, reduce it in any way by a special resolution approved by an order of the Court under section 78I, but the resolu...
    2. (2)[Deleted by Act 36 of 2014]
  150. Section 78HCreditor protection
    1. (1)This section applies if a company makes an application under section 78G(1) and the proposed reduction of share capital involves either —(a)a reduction of liability in respect of unpaid share capital; or(b)the payment t...
    2. (2)Upon the application to the Court, the Court is to settle a list of qualifying creditors.
    3. (3)If the proposed reduction of share capital involves either —(a)a reduction of liability in respect of unpaid share capital; or(b)the payment to a shareholder of any paid‑up share capital,the Court may, if having regard...
    4. (4)For the purpose of settling the list of qualifying creditors, the Court —(a)must ascertain, as far as possible without requiring an application from any creditor, the names of qualifying creditors and the nature and amo...
    5. (5)Any officer of the company who —(a)intentionally conceals the name of a qualifying creditor;(b)intentionally misrepresents the nature or amount of the debt or claim of any creditor; or(c)aids, abets or is privy to any s...
    6. (6)In this section and section 78I but subject to subsection (3), “qualifying creditor” means a creditor of the company who, at a date fixed by the Court, is entitled to any debt or claim which, if that date were the comme...
  151. Section 78ICourt order approving reduction
    1. (1)On an application by a company under section 78G(1), the Court may, subject to subsection (2), make an order approving the reduction in share capital unconditionally or on such terms and conditions as it thinks fit.
    2. (2)If, at the time the Court considers the application, there is a qualifying creditor within the meaning of section 78H —(a)who is included in the Court’s list of qualifying creditors under that section; and(b)whose claim...
    3. (3)Where an order is made under this section approving a company’s reduction in share capital, the company must (for the reduction to take effect) lodge with the Registrar —(a)a copy of the order; and(b)a notice containing...
  152. Section 78JOffences for making groundless or false statements
  153. Section 78KLiability of members on reduced shares
  154. Section 79Application and interpretation of Division
    1. (1)This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act.
    2. (2)A reference to a company is a reference —(a)[Deleted by Act 2 of 2009](b)to a body corporate, being a body incorporated in Singapore, that is for the time being declared by the Minister, by notification in the Gazette,...
    3. (3)In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock is deemed to be an interest in an issued share in the company having attached to...
    4. (4)A reference in the definition of “voting share” in section 4(1) to a body corporate includes a reference to a body referred to in subsection (2)(c).
  155. Section 80Persons obliged to comply with Division
    1. (1)The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate, whether incorporated or carrying on...
    2. (2)This Division extends to acts done or omitted to be done outside Singapore.
    3. (3)The Minister may, by order in the Gazette, exempt any person or any class of persons from all or any of the provisions of this Division, subject to such terms or conditions as may be prescribed.
  156. Section 81Substantial shareholdings and substantial shareholders
    1. (1)For the purposes of this Division, a person has a substantial shareholding in a company if —(a)the person has an interest or interests in one or more voting shares in the company; and(b)the total votes attached to that...
    2. (2)For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into 2 or more classes of shares, if —(a)the person has an interest or inter...
    3. (3)For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company.
    4. (4)In this section and section 83, “voting shares” exclude treasury shares.
  157. Section 82Substantial shareholder to notify company of interests
    1. (1)A person who is a substantial shareholder in a company must give written notice to the company stating the person’s name and address and full particulars (including, unless the interest or interests cannot be related to...
    2. (2)The notice must be given —(a)if the person was a substantial shareholder on 1 October 1971 — within one month after that date; or(b)if the person became a substantial shareholder after that date — within 2 business days...
    3. (3)The notice must be so given even though the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) is applicable.
  158. Section 83Substantial shareholder to notify company of change in interests
    1. (1)Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a company in voting shares in the company, the substantial shareholder must give written notice to the company...
    2. (2)The information referred to in subsection (1) is —(a)the name and address of the substantial shareholder;(b)the date of the change and the circumstances leading to that change; and(c)such other particulars as may be pre...
    3. (3)In subsection (1), “percentage level”, in relation to a substantial shareholder, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial sharehold...
  159. Section 84Person who ceases to be substantial shareholder to notify company
    1. (1)A person who ceases to be a substantial shareholder in a company must give written notice to the company stating the person’s name and the date on which the person ceased to be a substantial shareholder and full particu...
    2. (2)The notice must be given within 2 business days after the person ceased to be a substantial shareholder.
  160. Section 85References to operation of section 7
  161. Section 86Persons holding shares as trustees
    1. (1)A person who holds voting shares in a company, being voting shares in which a non‑resident has an interest, must give to the non‑resident a notice in the prescribed form as to the requirements of this Division.
    2. (2)The notice must be given —(a)if the firstmentioned person holds the shares on 1 October 1971 — within 14 days after that date; or(b)if the firstmentioned person did not hold the shares on that date — within 2 days after...
    3. (2A)This section does not apply to the Depository as the registered holder of a company’s shares.
    4. (3)In this section, “non‑resident” means a person who is not resident in Singapore or a body corporate that is not incorporated in Singapore.
    5. (4)Nothing in this section affects the operation of section 80.
  162. Section 87Registrar may extend time for giving notice under this Division
  163. Section 88Company to keep register of substantial shareholders
    1. (1)A company must keep a register in which it must immediately enter —(a)in alphabetical order the names of persons from whom it has received a notice under section 82; and(b)against each name so entered, the information g...
    2. (2)The register must be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in Singapore and must be open for inspection by...
    3. (3)A person may request the company to furnish the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part there...
    4. (4)The Registrar may at any time in writing require the company to furnish the Registrar with a copy of the register or any part of the register and the company must furnish the copy within 7 days after the day on which th...
    5. (5)If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the...
    6. (6)A company is not, by reason of anything done under this Division —(a)to be taken for any purpose to have notice of; or(b)to be put upon inquiry as to,a right of a person to or in relation to a share in the company.
  164. Section 89Offences against certain sections
  165. Section 90Defence to prosecutions
    1. (1)It is a defence to a prosecution for failing to comply with section 82, 83, 84 or 86 if the defendant proves that the defendant’s failure was due to the defendant not being aware of a fact or occurrence the existence of...
    2. (2)For the purposes of subsection (1), a person is conclusively presumed to have been aware of a fact or occurrence at a particular time —(a)of which the person would, if the person had acted with reasonable diligence in t...
  166. Section 91Powers of Court with respect to defaulting substantial shareholders
    1. (1)Where a person is a substantial shareholder, or at any time after 1 October 1971 has been a substantial shareholder in a company and has failed to comply with section 82, 83 or 84, the Court may, on the application of t...
    2. (2)Any order made under this section may include such ancillary or consequential provisions as the Court thinks just.
    3. (3)An order made under this section directing the sale of a share may provide that the sale must be made within such time and subject to such conditions (if any) as the Court thinks fit, including, if the Court thinks fit,...
    4. (4)The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share vests in the Registrar.
    5. (5)The Court must, before making an order under this section and in determining the terms of such an order, satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.
    6. (6)The Court must not make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied —(a)that the failure of the substantial shareholder to comply as mentioned in subsec...
    7. (7)The Court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks...
    8. (8)The Court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.
    9. (9)Section 214 of the Insolvency, Restructuring and Dissolution Act 2018 applies in relation to a share that vests in the Registrar under this section as it applies in relation to an estate or interest in property vested i...
    10. (10)Any person who contravenes or fails to comply with an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and, in...
    11. (11)Subsection (10) does not affect the powers of the Court in relation to the punishment of contempt of the Court.
  167. Section 92[Repealed by Act 2 of 2009]
  168. Section 93Register of debenture holders and copies of trust deed
    1. (1)Every company which issues debentures (not being debentures transferable by delivery) must keep a register of holders of the debentures at the registered office of the company or at some other place in Singapore.
    2. (2)Every company must within 7 days after the register is first kept at a place other than the registered office lodge with the Registrar notice of the place where the register is kept and must, within 7 days after any cha...
    3. (3)The register must except when duly closed be open to the inspection of the registered holder of any debentures and of any holder of shares in the company and must contain particulars of the names and addresses of the de...
    4. (4)For the purposes of this section, a register is deemed to be duly closed if closed in accordance with the provisions contained in the constitution or in the debentures or debenture stock certificates, or in the trust de...
    5. (5)Every registered holder of debentures and every holder of shares in a company must, at the request of the holder of debentures or shares, be supplied by the company with a copy of the register of the holders of debentur...
    6. (6)A copy of any trust deed relating to or securing any issue of debentures must be forwarded by the company to a holder of those debentures at the holder’s request on payment of the sum of $3 or such less sum as is fixed...
    7. (7)If inspection is refused, or a copy is refused or not forwarded within a reasonable time (but not more than one month) after a request has been made pursuant to this section, the company and every officer of the company...
    8. (8)A company which issues debentures may cause to be kept in any place outside Singapore a branch register of debenture holders which is deemed to be part of the company’s register of debenture holders and Division 4 of Pa...
    9. (9)If a company fails to comply with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a...
  169. Section 94Specific performance of contracts
  170. Section 95Perpetual debentures
  171. Section 96Reissue of redeemed debentures
    1. (1)Where a company has redeemed any debentures whether before or after 29 December 1967 —(a)unless any provision to the contrary, whether express or implied, is contained in the constitution or in any contract entered into...
    2. (2)After the reissue the person entitled to the debentures has and is deemed always to have had the same priorities as if the debentures had never been redeemed.
    3. (3)Where a company has either before or after 29 December 1967 deposited any of its debentures to secure advances on current account or otherwise, the debentures are not deemed to have been redeemed by reason only of the a...
  172. Section 97[Repealed by S 236/2002]
  173. Section 98[Repealed by S 236/2002]
  174. Section 99[Repealed by S 236/2002]
  175. Section 100Power of Court in relation to certain irredeemable debentures
    1. (1)Despite anything in any debenture or trust deed, the security for any debentures which are irredeemable or redeemable only on the happening of a contingency shall, if the Court so orders, be enforceable, immediately or...
    2. (2)Subsection (1) does not affect any power to vary rights or accept any compromise or arrangement created by the terms of the debentures or the relevant trust deed or under a compromise or arrangement between the borrowin...
    3. (3)Subsection (1) does not apply in relation to any debenture that is offered to the public for subscription or purchase.
  176. Section 101[Repealed by S 236/2002]
  177. Section 102[Repealed by S 236/2002]
  178. Section 103[Repealed by S 236/2002]
  179. Section 104[Repealed by S 236/2002]
  180. Section 105[Repealed by S 236/2002]
  181. Section 106[Repealed by S 236/2002]
  182. Section 106A[Repealed by S 236/2002]
  183. Section 106B[Repealed by S 236/2002]
  184. Section 106C[Repealed by S 236/2002]
  185. Section 106D[Repealed by S 236/2002]
  186. Section 106E[Repealed by S 236/2002]
  187. Section 106F[Repealed by S 236/2002]
  188. Section 106G[Repealed by S 236/2002]
  189. Section 106H[Repealed by S 236/2002]
  190. Section 106I[Repealed by S 236/2002]
  191. Section 106J[Repealed by S 236/2002]
  192. Section 106K[Repealed by S 236/2002]
  193. Section 106L[Repealed by S 236/2002]
  194. Section 107[Repealed by S 236/2002]
  195. Section 108[Repealed by S 236/2002]
  196. Section 109[Repealed by S 236/2002]
  197. Section 110[Repealed by S 236/2002]
  198. Section 111[Repealed by S 236/2002]
  199. Section 112[Repealed by S 236/2002]
  200. Section 113[Repealed by S 236/2002]
  201. Section 113A[Repealed by S 236/2002]
  202. Section 114[Repealed by S 236/2002]
  203. Section 115[Repealed by S 236/2002]
  204. Section 116[Repealed by S 236/2002]
  205. Section 117[Repealed by S 236/2002]
  206. Section 118[Repealed by S 236/2002]
  207. Section 119[Repealed by S 236/2002]
  208. Section 120[Repealed by S 236/2002]
  209. Section 121Nature of shares
  210. Section 122Numbering of shares
    1. (1)Each share in a company must be distinguished by an appropriate number.
    2. (2)Despite subsection (1) —(a)if at any time all the issued shares in a company or all the issued shares therein of a particular class are fully paid up and rank equally for all purposes, none of those shares need thereaft...
  211. Section 123Certificate to be evidence of title
    1. (1)A certificate under the common or official seal of a company specifying any shares held by any member of the company is prima facie evidence of the title of the member to the shares.
    2. (2)Every share certificate must be under the common seal of the company or, in the case of a share certificate relating to shares on a branch register, the official seal of the company and must state as at the date of the...
    3. (3)Failure to comply with this section does not affect the rights of any holder of shares.
    4. (4)If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence.
  212. Section 124Company may have duplicate common seal
  213. Section 125Loss or destruction of certificates
    1. (1)Subject to subsection (2), where a certificate or other document of title to shares or debentures is lost or destroyed, the company must on payment of a fee not exceeding $2 issue a duplicate certificate or document in...
    2. (2)Where the value of the shares or debentures represented by the certificate or document is greater than $500 the directors of the company may, before accepting an application for the issue of a duplicate certificate or d...
    3. (3)Any duplicate certificate issued on or after 30 January 2006 in respect of a share certificate issued before that date must state, in place of the historical nominal value of the shares, the amount paid on the shares an...
    4. (4)For the purposes of this section in relation to a book‑entry security, a reference to an owner therein is to be construed as a reference to the Depository.
    5. (5)Subsection (2) does not apply to documents evidencing title in relation to listed securities which have been deposited with the Depository and registered in its name or its nominee’s name.
  214. Section 126Transfer of shares in private companies
    1. (1)Despite anything in its constitution, a private company must not lodge a transfer of shares unless a proper instrument of transfer has been delivered to the company, but this section does not affect any power to lodge a...
    2. (2)Where there has been a transfer of shares, a private company must lodge with the Registrar notice of that transfer of shares in the prescribed form.
    3. (3)A transfer of any share in a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
  215. Section 127Transfer of debentures in private companies
  216. Section 128Registration of transfer at request of transferor by private companies
    1. (1)Subject to section 129, on the request in writing of the transferor of —(a)any share in a private company — the company must lodge with the Registrar a notice of transfer of shares in the prescribed form; or(b)any deben...
    2. (2)The transfer of any share in a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
    3. (3)On the request in writing of the transferor of a share or debenture, the private company must by written notice require the person having the possession, custody or control of the share certificate or debenture and the...
    4. (4)If any person refuses or neglects to comply with a notice given under subsection (3), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents me...
    5. (5)Upon appearance of a person so summoned the Court may examine the person upon oath and receive other evidence, or if the person does not appear after being duly served with such summons, the Court may receive evidence i...
    6. (6)Lists of share certificates or debentures called in under this section and not delivered or produced must be exhibited in the office of the company and must be advertised in such newspapers and at such times as the comp...
  217. Section 128A[Repealed by Act 36 of 2014]
  218. Section 129Notice of refusal to register transfer by private companies
    1. (1)If a private company refuses to lodge a notice of transfer of any share in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and the transferee notice of...
    2. (2)If a private company refuses to register a transfer of any debenture or other interest in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and to the tr...
    3. (3)Where an application is made to a private company to lodge with the Registrar a notice of transfer in the prescribed form in respect of any share that has been transferred or transmitted to a person by act of parties or...
    4. (4)If default is made in complying with this section, the private company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding...
  219. Section 130Transfer of shares and debentures in public companies
    1. (1)Despite anything in its constitution, a public company must not register a transfer of shares or debentures unless a proper instrument of transfer has been delivered to the company, but this subsection does not affect a...
    2. (2)Where there has been a transfer of shares, a public company may lodge with the Registrar a notice of that transfer of shares in the prescribed form.
    3. (3)The notice must state —(a)every other transfer of shares effected prior to the date of the notice, other than a transfer that has been previously notified to the Registrar; or(b)the prescribed information in relation to...
  220. Section 130AARegistration of transfer at request of transferor by public companies
    1. (1)On the request in writing of the transferor of any share, debenture or other interest in a public company the company must enter in the appropriate register the name of the transferee in the same manner and subject to t...
    2. (2)On the request in writing of the transferor of a share or debenture the public company must by written notice require the person having the possession, custody or control of the share certificate or debenture and the in...
    3. (3)If any person refuses or neglects to comply with a notice given under subsection (2), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents me...
    4. (4)Upon appearance of a person so summoned the Court may examine the person upon oath and receive other evidence, or if the person does not appear after being duly served with such summons, the Court may receive evidence i...
    5. (5)Lists of share certificates or debentures called in under this section and not brought in must be exhibited in the office of the company and must be advertised in such newspapers and at such times as the company thinks...
  221. Section 130ABNotice of refusal to register transfer by public companies
    1. (1)If a public company refuses to register a transfer of any share, debenture or other interest in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and to...
    2. (2)Where an application is made to a public company for a person to be registered as a member in respect of shares which have been transferred or transmitted to the person by act of parties or operation of law, the company...
    3. (3)If default is made in complying with this section, the public company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding...
  222. Section 130ACTransfer by personal representative
    1. (1)A transfer of the share, debenture or other interest of a deceased person made by the deceased person’s personal representative is, although the personal representative is not himself or herself a member of the company,...
    2. (2)The production to a company of any document which is by law sufficient evidence of probate of the will, or letters of administration of the estate, of a deceased person having been granted to some person must be accepte...
    3. (3)In this section, “instrument of transfer” includes a written application for transmission of a share, debenture or other interest to a personal representative.
  223. Section 130ADCertification of prima facie title
    1. (1)The certification by a company of any instrument of transfer of shares, debentures or other interests in the company is to be taken as a representation by the company to any person acting on the faith of the certificati...
    2. (2)Where any person acts on the faith of a false certification by a company made negligently, the company is under the same liability to the person as if the certification had been made fraudulently.
    3. (3)Where any certification by a private company is expressed to be limited to 42 days or any longer period from the date of certification, the company and its officers shall not, in the absence of fraud, be liable —(a)in r...
    4. (4)Where any certification by a public company is expressed to be limited to 42 days or any longer period from the date of certification, the company and its officers shall not, in the absence of fraud, be liable in respec...
    5. (5)For the purposes of this section —(a)an instrument of transfer is to be treated as certificated if it bears the words “certificate lodged” or words to the like effect;(b)the certification of an instrument of transfer is...
  224. Section 130AEDuties of company with respect to issue of certificates and default in issue of certificates
    1. (1)Every public company must within 60 days after the allotment of any of its shares or debentures, and within 30 days after the date on which a transfer (other than such a transfer as the company is for any reason entitle...
    2. (2)Every private company must —(a)within 60 days after the allotment of any of its shares or debentures;(b)within 30 days after the date on which a notice of transfer of shares is lodged with the Registrar under section 12...
    3. (3)If default is made in complying with this section, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000...
    4. (4)If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may...
  225. Section 130A[Repealed by Act 36 of 2014]
  226. Section 130B[Repealed by Act 36 of 2014]
  227. Section 130C[Repealed by Act 36 of 2014]
  228. Section 130CA[Repealed by Act 36 of 2014]
  229. Section 130D[Repealed by Act 36 of 2014]
  230. Section 130E[Repealed by Act 36 of 2014]
  231. Section 130F[Repealed by Act 36 of 2014]
  232. Section 130G[Repealed by Act 36 of 2014]
  233. Section 130H[Repealed by Act 36 of 2014]
  234. Section 130I[Repealed by Act 36 of 2014]
  235. Section 130J[Repealed by Act 36 of 2014]
  236. Section 130K[Repealed by Act 36 of 2014]
  237. Section 130L[Repealed by Act 36 of 2014]
  238. Section 130M[Repealed by Act 36 of 2014]
  239. Section 130N[Repealed by Act 36 of 2014]
  240. Section 130O[Repealed by Act 36 of 2014]
  241. Section 130P[Repealed by Act 36 of 2014]
  242. Section 131Registration of charges
    1. (1)Subject to this Division, where a charge to which this section applies is created by a company there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the creation of the...
    2. (1A)In connection with the registration of a charge to which this section applies which is created by a company there must be produced to the Registrar, upon the Registrar’s request and for the purposes of inspection, at no...
    3. (2)Nothing in subsection (1) affects any contract or obligation for repayment of the money secured by a charge and when a charge becomes void under this section the money secured thereby immediately becomes payable.
    4. (3)This section applies to the following charges that are created on or after 3 January 2016:(a)a charge to secure any issue of debentures;(b)a charge on uncalled share capital of a company;(c)a charge on shares of a subsi...
    5. (3AA)This section also applies to any charge that —(a)was a charge to which this section applied under subsection (3) in force immediately before 3 January 2016; and(b)was created before that date.
    6. (3AB)Despite subsection (3), a shipowner’s lien created by a company on or after 1 October 2018, whether as a charge on book debts of the company or a floating charge on the undertaking or property of the company, is not a c...
    7. (3AC)Despite subsection (3) or (3AA), a shipowner’s lien created by a company before 1 October 2018, whether as a charge on book debts of the company or a floating charge on the undertaking or property of the company, is a c...
    8. (3A)The reference to a charge on book debts in subsection (3)(f) does not include a reference to a charge on a negotiable instrument or on debentures issued by the Government.
    9. (3B)A charge mentioned in subsection (3) does not include a charge created at any time on or after 1 May 2009 to the extent that it is capable of being registered under the International Interests in Aircraft Equipment Act...
    10. (3C)In subsection (3B), “registered” has the meaning given by section 2(1) of the International Interests in Aircraft Equipment Act 2009.
    11. (4)Where a charge created in Singapore affects property outside Singapore, the statement containing the prescribed particulars of the charge may be lodged for registration under and in accordance with subsection (1) even t...
    12. (5)When a series of debentures containing or giving by reference to any other instrument any charge to the benefit of which the debenture holders of that series are entitled equally is created by a company, it is sufficien...
    13. (6)For the purposes of subsection (5), where more than one issue is made of debentures in the series, there must be lodged within 30 days after each issue particulars of the date and amount of each issue, but an omission t...
    14. (7)Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to any person in consideration of the person (whether absolutely or conditionally) subscribing or agreeing to...
    15. (8)The deposit of any debentures as security for any debt of the company is not for the purposes of subsection (7) to be treated as the issue of the debentures at a discount.
    16. (9)No charge or assignment to which this section applies (except a charge or assignment relating to land) need be filed or registered under any other written law.
    17. (10)Where a charge requiring registration under this section is created before the lapse of 30 days after the creation of a prior unregistered charge, and comprises all or any part of the property comprised in the prior cha...
    18. (11)In this section, “shipowner’s lien” means a contractual lien on —(a)sub‑freights;(b)sub‑hires; or(c)bill of lading freight,created under a charter (or sub‑charter) of a ship for any amount due under the charter (or sub‑...
  243. Section 132Duty to register charges
    1. (1)Documents and particulars required to be lodged for registration in accordance with section 131 may be lodged for registration in the prescribed manner by the company concerned or by any person interested in the documen...
    2. (2)Where registration is effected by some person other than the company, that person is entitled to recover from the company the amount of any fees properly paid by the person on the registration.
  244. Section 133Duty of company to register charges existing on property acquired
    1. (1)Where —(a)a company acquires any property which is subject to a charge of any such kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under th...
    2. (2)If default is made in complying with this section, the company or the foreign company and every officer of the company or foreign company who is in default shall be guilty of an offence and shall be liable on conviction...
  245. Section 134Register of charges to be kept by Registrar
    1. (1)The Registrar must keep a register of all the charges lodged for registration under this Division and must enter in the register with respect to those charges the following particulars:(a)in the case of a charge to the...
    2. (2)The Registrar must issue a notice to the company concerned of the registration of a charge and the notice is conclusive evidence that the requirements as to registration have been complied with.
    3. (3)Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the registration of the charge and the certificate is conclusive evidence that the...
  246. Section 135Endorsement of certificate of registration on debentures
    1. (1)The company must cause to be endorsed on every debenture forming one of a series of debentures, or certificate of debenture stock which is issued by the company and the payment of which is secured by a charge so registe...
    2. (2)Subsection (1) does not apply to any debenture or certificate of debenture stock which has been issued by the company before the charge was registered.
    3. (3)Every person who knowingly and wilfully authorises or permits the delivery of any debenture or certificate of debenture stock which is not endorsed as required by this section shall be guilty of an offence and shall be...
  247. Section 136Entries of satisfaction and release of property from charge
    1. (1)Where, with respect to any registered charge —(a)the debt for which the charge was given has been paid or satisfied in whole or in part; or(b)the property or undertaking charged or any part thereof has been released fro...
    2. (2)The statement must be endorsed with a statement by the chargee of the payment, satisfaction, release or ceasing referred to in subsection (1) (as the case may be) and the second‑mentioned statement constitutes sufficien...
  248. Section 137Extension of time and rectification of register of charges
  249. Section 138Company to keep copies of charging instruments and register of charges
    1. (1)Every company must cause the instrument creating any charge requiring registration under this Division or a copy thereof to be kept at the registered office of the company for as long as the charge to which the instrume...
    2. (1A)An instrument creating any charge or a copy thereof, or a copy of the series of debentures, as the case may be, that is required to be kept under subsection (1) —(a)is deemed to form part of the records that are require...
    3. (2)Every company must keep at the registered office of the company a register of charges and enter therein all charges specifically affecting property of the company and all floating charges on the undertaking or any prope...
    4. (3)The instruments or copies thereof and the register of charges kept pursuant to this section must be open to the inspection of any creditor or member of the company without fee, and the register of charges must also be o...
    5. (3A)Any person may, on application to a company and on payment of a fee, not exceeding $1 for every page or part thereof, be furnished with a copy of any instrument or debenture kept by the company pursuant to this section...
    6. (4)If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also t...
  250. Section 139Documents made out of Singapore
  251. Section 140Charges, etc., created before 29 December 1967
  252. Section 141Application of Division
  253. Part 5MANAGEMENT AND ADMINISTRATION
  254. Section 142Registered office of company
    1. (1)A company must as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less th...
    2. (2)If default is made in complying with subsection (1), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also...
  255. Section 143Office hours
    1. (1)Notice in the prescribed form of the situation of the registered office, the days and hours during which it is open and accessible to the public, must, in the case of a proposed company, be lodged with the Registrar tog...
    2. (1A)In subsection (1), the word “particulars”, in relation to the situation of the registered office, includes the address and designation of the situation or address of the registered office.
    3. (2)If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also t...
  256. Section 144Publication of name and registration number
    1. (1)The name of a company must appear in legible romanised letters on —(a)its seal, if any; and(b)all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, i...
    2. (1A)The registration number of a company must appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of t...
    3. (1B)A company shall be guilty of an offence if default is made in complying with subsection (1) or (1A).
    4. (2)If an officer of a company or any person on its behalf —(a)uses or authorises the use of any seal purporting to be a seal of the company whereon its name does not so appear;(b)issues or authorises the issue of any busin...
  257. Section 145Directors
    1. (1)Every company must have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.
    2. (2)No person other than a natural person who has attained the age of 18 years and who is otherwise of full legal capacity may be a director of a company.
    3. (3)[Deleted by Act 12 of 2002]
    4. (4)Any provision in the constitution of a company which was in force immediately before 29 December 1967 and which operated to constitute a corporation as a director of the company is to be read and construed as if it auth...
    5. (4A)Subject to subsection (5), unless the constitution otherwise provides, a director of a company may resign by giving the company a written notice of his or her resignation.
    6. (4B)Subject to subsection (5), the resignation of a director is not conditional upon the company’s acceptance of his or her resignation.
    7. (5)Despite anything in this Act or in the constitution of the company, or in any agreement with the company, a director of a company must not resign or vacate his or her office unless there is remaining in the company at l...
    8. (6)Subsection (5) does not apply where a director of a company is required to resign or vacate his or her office —(a)if the director has not within the period referred to in section 147(1) obtained his or her qualification...
    9. (7)If there is a contravention of subsection (1), the Registrar may, either of the Registrar’s own motion or on the application of any person, direct the members of the company to appoint a director who is ordinarily resid...
    10. (8)If the direction under subsection (7) is not complied with, each member in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence,...
    11. (9)If there is a contravention of subsection (1) and —(a)the Registrar fails to give the direction under subsection (7); or(b)such direction has been given but is not complied with,the Court may, on the application of the...
    12. (10)If a company carries on business without having at least one director who is ordinarily resident in Singapore for more than 6 months, a person who, for the whole or any part of the period that it so carries on business...
  258. Section 145AActing as nominee director
    1. (1)Subject to subsection (2), a person must not, on or after the appointed day, act as a nominee director of a company by way of business, unless —(a)the person is a registered corporate service provider for providing the...
    2. (2)Subsection (1) does not apply where —(a)the person acts as a nominee director of his or her affiliated company; or(b)the person had commenced acting as a nominee director of the company before the appointed day.
    3. (3)Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000...
    4. (4)In this section —
    5. Definition“affiliated company”, in relation to a person, means —(a)a company that employs the person; or(b)a company which by virtue of section 6 is deemed to be related to a corporation that employs the person;
    6. Definition“appointed day” means the date of commencement of section 38(b) of the Corporate Service Providers Act 2024;
    7. Definition“nominee director” means a director who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.
  259. Section 146Restrictions on appointment or advertisement of director
    1. (1)A person must not be named as a director or proposed director in —(a)any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or(b)the register of directors, ch...
    2. (1A)The conditions to be complied with by a person referred to in subsection (1) are the following:(a)the person has, by himself or herself or through a registered qualified individual authorised by him or her, filed with t...
    3. (2)Where a person has undertaken to the Registrar under subsection (1A)(b)(ii) to take and pay for the person’s qualification shares, the person is, as regards those shares, in the same position as if the person had signed...
    4. (3)Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) do not apply to —(a)a company not having a share capital;(b)a private company; or(c)a prospectus or a statement...
    5. (4)If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also...
    6. (5)The restrictions in this section on a director or proposed director of a company incorporated under this Act in relation to a prospectus apply in the same manner and extent to a director or proposed director of a foreig...
  260. Section 147Qualification of director
    1. (1)Without affecting the operation of sections 145 and 146, every director, who is by the constitution required to hold a specified share qualification and who is not already qualified, must obtain his or her qualification...
    2. (2)Unless otherwise provided by the constitution, the qualification of any director of a company must be held by him or her solely and not as one of several joint holders.
    3. (3)A director must vacate his or her office if he or she has not within the period referred to in subsection (1) obtained his or her qualification or if after so obtaining it he or she ceases at any time to hold his or her...
    4. (4)Any person who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty.
    5. (5)A person vacating office under this section is incapable of being re‑appointed as director until the person has obtained his or her qualification.
  261. Section 148Restriction on undischarged bankrupt
    1. (1)Every person who, being an undischarged bankrupt (whether the person was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), acts as director of, or directly or indirectly takes...
    2. (2)On an application by an undischarged bankrupt under subsection (1) to the Court or the Official Assignee (as the case may be) the Court or the Official Assignee may refuse the application or approve the application subj...
    3. (3)The Court must not give permission under this section unless notice of intention to apply therefor has been served on the Minister and on the Official Assignee and the Minister and the Official Assignee or either of the...
    4. (4)Any person who has been granted permission by the Court or written permission by the Official Assignee under subsection (1) must, within 14 days after the issue of the Court order or written permission, lodge a copy of...
  262. Section 149Disqualification of unfit directors of insolvent companies
    1. (1)The Court may —(a)on the application of the Minister or the Official Receiver as provided for in subsection (9); and(b)on being satisfied as to the matters referred to in subsection (2),make an order disqualifying a per...
    2. (2)The Court must make a disqualification order under subsection (1) if it is satisfied that —(a)the person against whom the order is sought has been given not less than 14 days’ notice of the application; and(b)in respect...
    3. (3)If in the case of a person who is or has been a director of a company which is —(a)being wound up by the Court, it appears to the Official Receiver or to the liquidator (if the liquidator is not the Official Receiver);...
    4. (4)The Minister may require the Official Receiver or the liquidator or the former liquidator of a company —(a)to furnish the Minister with such information with respect to any person’s conduct as a director of the company;...
    5. (5)For the purposes of this section —(a)a company has gone into liquidation —(i)if it is wound up by the Court, on the date of the filing of the winding up application;(ii)where a provisional liquidator was appointed under...
    6. (6)In deciding whether a person’s conduct as a director of any particular company or companies makes him or her unfit to be concerned in, or take part in, the management of a company as is mentioned in subsection (2)(b), t...
    7. (7)The Minister may, by notification in the Gazette, add to, vary or amend the matters referred to in subsection (6) and that notification may contain such transitional provisions as may appear to the Minister to be necess...
    8. (8)In this section, “company” includes a corporation and a foreign company but does not include a partnership or association to which Division 1 of Part 10 of the Insolvency, Restructuring and Dissolution Act 2018 applies.
    9. (9)In the case of a person who is or has been a director of a company which has gone into liquidation and is being wound up by the Court, an application under this section is to be made by the Official Receiver but in any...
    10. (9A)On a hearing of an application under this section —(a)the Minister or the Official Receiver (as the case may be) must appear and call the attention of the Court to any matter which appears to him or her to be relevant (...
    11. (10)This section does not apply unless the company mentioned in subsection (2)(b) has gone into insolvent liquidation on or after 15 August 1984 and the conduct to which the Court is to have regard does not include conduct...
    12. (11)A person who acts as judicial manager, receiver or receiver manager shall not be liable to have a disqualification order made against the person in respect of acts done in the person’s capacity as judicial manager, rece...
    13. (12)Any person who acts in contravention of a disqualification order made under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not...
    14. (13)Nothing in this section prevents a person who is disqualified pursuant to an order made under subsection (1) from applying for permission of the Court to be concerned in or take part in the management of a company.
    15. (14)On the hearing of an application made under subsection (13) or (15), the Minister or the Official Receiver must appear (and for this purpose the Minister may be represented) and call attention of the Court to any matter...
    16. (15)Any right to apply for permission of the Court to be concerned or take part in the management of a company that was subsisting immediately before 23 March 1990 is, after that date, to be treated as subsisting by virtue...
  263. Section 149ADisqualification of directors of companies wound up on grounds of national security or interest
    1. (1)Subject to subsections (2) and (3), where a company is ordered to be wound up by the Court under section 125(1)(n) of the Insolvency, Restructuring and Dissolution Act 2018 on the ground that it is being used for purpos...
    2. (2)The Court must not make a disqualification order against any person under subsection (1) unless the Court is satisfied that the person against whom the order is sought has been given not less than 14 days’ notice of the...
    3. (3)The Court must not make a disqualification order against any person under subsection (1) if such person proves to the satisfaction of the Court that —(a)the company had been used for purposes against national security o...
    4. (4)Any person who acts in contravention of a disqualification order made under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term no...
    5. (5)In this section, “foreign company” means a foreign company to which Division 2 of Part 11 applies.
  264. Section 149BAppointment of directors by ordinary resolution
  265. Section 150Appointment of directors to be voted on individually
    1. (1)At a general meeting of a public company, a motion for the appointment of 2 or more persons as directors by a single resolution must not be made unless a resolution that it may be so made has first been agreed to by the...
    2. (2)A resolution passed pursuant to a motion made in contravention of this section is void, whether or not its being so moved was objected to at the time.
    3. (3)Where a resolution pursuant to a motion made in contravention of this section is passed, no provision for the automatic re‑appointment of retiring directors in default of another appointment is to apply.
    4. (4)For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment is to be treated as a motion for the person’s appointment.
    5. (5)Nothing in this section —(a)applies to a resolution altering the company’s constitution;(b)prevents the election of 2 or more directors by ballot or poll.
  266. Section 151Validity of acts of directors and officers
  267. Section 152Removal of directors
    1. (1)A public company may by ordinary resolution remove a director before the expiration of his or her period of office, despite anything in its constitution or in any agreement between it and the director but where any dire...
    2. (2)Special notice is required of any resolution to remove a director of a public company under subsection (1) or to appoint some person in place of a director so removed at the meeting at which the director is removed, and...
    3. (3)Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto representations in writing to the public company, not exceeding a reasonable length, and requests their notification...
    4. (4)Despite subsections (1), (2) and (3), copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the public company or of any other pe...
    5. (5)A vacancy created by the removal of a director of a public company under this section, if not filled at the meeting at which the director is removed, may be filled as a casual vacancy.
    6. (6)A person appointed director of a public company in place of a person removed under this section is to be treated, for the purpose of determining the time at which he or she or any other director is to retire, as if he o...
    7. (7)Nothing in subsections (1) to (6) is to be taken as depriving a person removed as a director of a public company thereunder of compensation or damages payable to him or her in respect of the termination of his or her ap...
    8. (8)A director of a public company must not be removed by, or be required to vacate his or her office by reason of, any resolution, request or notice of the directors or any of them despite anything in the constitution or a...
    9. (9)Subject to any provision to the contrary in the constitution, a private company may by ordinary resolution remove a director before the expiration of his or her period of office despite anything in any agreement between...
  268. Section 153[Repealed by Act 36 of 2014]
  269. Section 154Disqualification to act as director on conviction of certain offences
    1. (1)A person is subject to the disqualifications provided in subsection (3) if —(a)the person is convicted of any of the following offences:(i)any offence, whether in Singapore or elsewhere, involving fraud or dishonesty pu...
    2. (2)The court may, in addition to any other sentence imposed, make a disqualification order against any person who is convicted in Singapore of any of the following offences:(a)any offence in connection with the formation o...
    3. (3)Subject to any permission which the Court may give pursuant to an application under subsection (6), a person who —(a)is disqualified under subsection (1); or(b)has had a disqualification order made against him or her un...
    4. (4)The disqualifications in subsection (3) —(a)in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) but has not been sentenced to imprisonment — take effect upon conv...
    5. (5)A person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
    6. (6)A person who —(a)is disqualified under subsection (1); or(b)has had a disqualification order made against him or her under subsection (2),may apply to the Court for permission to act as a director, or to take part (whet...
    7. (7)On the hearing of any application under subsection (6), the Minister may be represented at the hearing and may oppose the granting of the application.
    8. (8)Without affecting section 409, a District Court may make a disqualification order under this section.
    9. (9)Any right to apply for permission of the Court to be a director or promoter or to be concerned or take part in the management of a company that was subsisting immediately before 12 November 1993 is on or after that date...
  270. Section 155Disqualification for persistent default in relation to delivery of documents to Registrar
    1. (1)Where a person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5 years after the person has last been adjudged guilty of any offence or has had made...
    2. (2)Any provision of this Act which requires any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar is a relevant requirement of this Act for the pur...
    3. (3)For the purposes of this section, the fact that a person has been persistently in default in relation to relevant requirements of this Act may, subject to subsection (8), be conclusively proved by showing that, within a...
    4. (4)A person is to be treated as being adjudged guilty of 3 or more offences in relation to any such relevant requirements of this Act for the purpose of subsection (3) if the person is convicted of any 3 or more offences b...
    5. (5)For the purpose of this section, a conviction for an offence under section 154(2)(a) is not to be treated as an offence in relation to a relevant requirement of this Act.
    6. (6)Where a person has had a third or subsequent order made against the person under section 13 or 399 and by virtue of the operation of this section that person is disqualified from being a director or promoter of or from...
    7. (7)For the purpose of this section, a certificate of the Registrar stating that a person has been adjudged guilty of 3 or more offences or has had made against the person 3 or more orders under section 13 or 399 in relatio...
    8. (8)No account is to be taken for the purposes of this section of any offence which was committed or, in the case of a continuing offence, began before 15 May 1984.
    9. (9)A person intending to apply for permission of the Court under this section must give to the Minister not less than 14 days’ notice of the person’s intention so to apply.
    10. (10)On the hearing of any application under this section, the Minister may be represented and may oppose the granting of the application.
    11. (11)In this section, company includes an unregistered company within the meaning of section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018.
  271. Section 155ADisqualification for being director in not less than 3 companies which were struck off within 5‑year period
    1. (1)A person who —(a)had been a director of 3 or more companies which names had been struck off the register under section 344(4) read with section 344(1) within a period of 5 years; and(b)was, at the time the name of each...
    2. (1A)The period mentioned in subsection (1) is —(a)where the person had previously been disqualified under this section (whether before, on or after the date of commencement of section 5 of the Companies, Business Trusts and...
    3. (2)Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
    4. (3)A person who is subject to a disqualification under subsection (1) may apply for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Divisio...
    5. (3A)An application under subsection (3)(b) cannot be made if an application has been made to the Registrar under subsection (3)(a) and the decision of the Registrar on the application is pending.
    6. (3B)An application under subsection (3)(a) may be granted by the Registrar if the Registrar, having regard to such considerations as may be prescribed, thinks fit to do so.
    7. (3C)An application under subsection (3)(b) may be granted by the Court if the Court thinks fit to do so.
    8. (4)On the hearing of any application under this section, the Minister may be represented at the hearing and may oppose the granting of the application.
    9. (5)[Deleted by Act 17 of 2023 wef 01/07/2023]
  272. Section 155BDebarment for default of relevant requirement of this Act
    1. (1)Where the Registrar is satisfied that a company is in default in relation to a relevant requirement of this Act, the Registrar may make a debarment order against any person who, at the time the order is made, is a direc...
    2. (2)Subject to subsection (3), a person who has a debarment order made against him or her must not —(a)except in respect of a company of which the person is a director immediately before the order was made — act as director...
    3. (3)The debarment order applies from the date that the order is made and continues in force until the Registrar cancels or suspends the order.
    4. (4)The Registrar may, upon the application of a person who has a debarment order made against the person or on the Registrar’s own accord, cancel or suspend such debarment order where the default in relation to the relevan...
    5. (5)Where the Registrar imposes conditions on the suspension of a debarment order under subsection (4), the suspension of the debarment order operates so long as that person fulfils and continues to fulfil all such conditio...
    6. (6)The Registrar must not make a debarment order under subsection (1) —(a)unless the default in relation to a relevant requirement of this Act has persisted for a continuous period of 3 months or more and the person was a...
    7. (7)The Registrar must, in determining whether to make a debarment order, consider any representation from the director or secretary made pursuant to the notice under subsection (6)(b).
    8. (8)Any person who is aggrieved by a debarment order made under subsection (1), or the Registrar’s refusal to cancel or suspend a debarment order under subsection (4), may appeal to the Minister.
    9. (9)An appeal under subsection (8) does not suspend the effect of the debarment order.
    10. (10)Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
    11. (11)The Registrar may from time to time prepare and publish, in such form and manner as the Registrar may decide, the names and particulars of the persons against whom a debarment order has been made and which continues in...
    12. (12)In this section —
    13. Definition“debarment order” means a debarment order made under subsection (1);
    14. Definition“relevant requirement of this Act” has the meaning given by section 155(2);
    15. Definition“secretary” means a secretary of the company appointed under section 171.
  273. Section 155CDisqualification under Limited Liability Partnerships Act 2005
    1. (1)Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 59, 60 or 61 of the Limited Liabi...
    2. (2)Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
    3. (3)A person who is subject to a disqualification or disqualification order under section 59 or 61 of the Limited Liability Partnerships Act 2005 may apply to the Court for permission to act as director of, or to take part...
    4. (4)On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application.
  274. Section 155DDisqualification under VCC Act
    1. (1)Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 56, 57, 58, 59 or 60 of the VCC A...
    2. (2)Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
    3. (3)A person who is subject to a disqualification or disqualification order mentioned in sections 56, 58, 59 and 60 of the VCC Act may apply to the Court for permission to act as director of, or to take part in or be concer...
    4. (4)On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application.
  275. Section 155EDebarment under VCC Act
    1. (1)A person who has a debarment order made against him or her under section 59 of the VCC Act must not —(a)except in respect of a company of which the person is a director immediately before the order was made — act as dir...
    2. (2)Subsection (1) applies from the date that the debarment order is made until such time as the Registrar cancels or suspends the order.
    3. (3)Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
  276. Section 156Disclosure of interests in transactions, property, offices, etc.
    1. (1)Subject to this section, every director or chief executive officer of a company who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must as soon as is...
    2. (2)A notice under subsection (1)(b) must be given as soon as is practicable after —(a)the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or(b)(if al...
    3. (3)The requirements of subsection (1) do not apply in any case where the interest of the director or chief executive officer (as the case may be) consists only of being a member or creditor of a corporation which is intere...
    4. (4)A director or chief executive officer of a company is not deemed to be interested or to have been at any time interested in any transaction or proposed transaction by reason only —(a)in the case where the transaction or...
    5. (5)A declaration given by a director or chief executive officer under subsection (1)(a), or a written notice given by a director or chief executive officer under subsection (1)(b), is to be treated as a sufficient declarat...
    6. (6)Every director and chief executive officer of a company who holds any office or possess any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with their duties or intere...
    7. (7)A declaration under subsection (6)(a) must be made at the first meeting of the directors of the company held —(a)after he or she becomes a director or chief executive officer (as the case may be); or(b)(if already a dir...
    8. (8)A written notice under subsection (6)(b) must be given as soon as is practicable after —(a)the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or(...
    9. (9)The company must, as soon as practicable after the receipt of the written notice mentioned in subsection (1)(b) or (6)(b), send a copy of the notice to —(a)in the case where the notice is given by a chief executive offi...
    10. (10)Where a chief executive officer or a director of the company declares an interest or conflict by a written notice mentioned in subsection (1)(b) or (6)(b) (respectively) in accordance with this section —(a)the making of...
    11. (11)The secretary of the company must record every declaration under this section in the minutes of the meeting at which it was made and keep records of every written resolution duly signed and returned to the company under...
    12. (12)The directors of a company must permit a chief executive officer of the company who is not a director to attend a meeting of the board of directors where such attendance is necessary for the chief executive officer to m...
    13. (13)For the purposes of this section —(a)an interest of a member of a director’s family is treated as an interest of the director and the words “member of a director’s family” include his or her spouse, son, adopted son, st...
    14. (14)Subject to subsection (4), this section is in addition to and not in derogation of the operation of any rule of law or any provision in the constitution restricting a director or chief executive officer from having any...
    15. (15)Any director or chief executive officer of a company who fails to comply with any of the provisions of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to im...
  277. Section 157As to the duty and liability of officers
    1. (1)A director must at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office.
    2. (2)An officer or agent of a company must not make improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position as an officer or agent of the company...
    3. (3)An officer or agent who commits a breach of any of the provisions of this section shall be —(a)liable to the company for any profit made by him or her or for any damage suffered by the company as a result of the breach...
    4. (4)This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.
    5. (5)In this section —
    6. Definition“officer” includes a person who at any time has been an officer of the company;
    7. Definition“agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.
  278. Section 157APowers of directors
    1. (1)The business of a company is to be managed by, or under the direction or supervision of, the directors.
    2. (2)The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.
  279. Section 157BDirector declarations where company has one director
  280. Section 157CUse of information and advice
    1. (1)Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professio...
    2. (2)Subsection (1) applies to a director only if the director —(a)acts in good faith;(b)makes proper inquiry where the need for inquiry is indicated by the circumstances; and(c)has no knowledge that such reliance is unwarra...
  281. Section 158Disclosure of company information by certain directors
    1. (1)A director of a company may disclose information which the director has in his or her capacity as a director or an employee of a company, being information that would not otherwise be available to him or her, to the per...
    2. (2)The information referred to in subsection (1) may be disclosed to —(a)a person whose interests the director represents; or(b)a person in accordance with whose directions or instructions the director may be required or i...
    3. (3)The authorisation mentioned in subsection (1) may be conferred in respect of disclosure of —(a)all or any class of information; or(b)only such information as may be specified in the authorisation.
  282. Section 159Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council
  283. Section 160Approval of company required for disposal by directors of company’s undertaking or property
    1. (1)Despite anything in a company’s constitution, the directors must not carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals...
    2. (2)The Court may, on the application of any member of the company, restrain the directors from entering into a transaction in contravention of subsection (1).
    3. (3)A transaction entered into in contravention of subsection (1) is, in favour of any person dealing with the company for valuable consideration and without actual notice of the contravention, as valid as if that subsectio...
    4. (4)This section does not apply to proposals for disposing of the whole or substantially the whole of the company’s undertaking or property made by a receiver and manager of any part of the undertaking or property of the co...
  284. Section 160A[Repealed by Act 38 of 1998]
  285. Section 160B[Repealed by Act 38 of 1998]
  286. Section 160C[Repealed by Act 38 of 1998]
  287. Section 160D[Repealed by Act 38 of 1998]
  288. Section 161Approval of company required for issue of shares by directors
    1. (1)Despite anything in a company’s constitution, the directors must not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares.
    2. (2)Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions.
    3. (3)Any approval for the purposes of this section continues in force until —(a)the conclusion of the annual general meeting commencing next after the date on which the approval was given; or(b)the expiration of the period w...
    4. (4)The directors may issue shares even though an approval for the purposes of this section has ceased to be in force if the shares are issued pursuant to an offer, agreement or option made or granted by them while the appr...
    5. (5)Section 186 applies to any resolution whereby an approval is given for the purposes of this section.
    6. (6)Any issue of shares made by a company in contravention of this section is void and consideration given for the shares is recoverable accordingly.
    7. (7)Any director who knowingly contravenes, or permits or authorises the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were is...
  289. Section 162Loans and quasi‑loans to directors, credit transactions and related arrangements
    1. (1)For the purposes of this section, a company makes a restricted transaction if it —(a)makes a loan or quasi‑loan to a director —(i)of the company; or(ii)of a company which by virtue of section 6 is deemed to be related t...
    2. (2)Subject to subsections (3) and (4) and sections 163A and 163B, a company (other than an exempt private company) must not make a restricted transaction.
    3. (3)Subject to subsection (4), nothing in this section applies to any transaction which would otherwise be a restricted transaction that is —(a)made to or for the benefit of a relevant director to meet expenditure incurred...
    4. (4)Subsection (3)(a) or (b) does not authorise the making of any restricted transaction, except —(a)with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount...
    5. (5)Where the prior approval of the company is not given as required by the condition mentioned in subsection (4)(b), the directors authorising the making of the restricted transaction are jointly and severally liable to in...
    6. (6)Where a company contravenes this section, any director who authorises the making of the restricted transaction shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to impris...
    7. (7)Nothing in this section operates to prevent the company from recovering the amount of any loan, quasi‑loan, credit transaction or arrangement or amount for which it becomes liable under any guarantee entered into or in...
    8. (8)For the purpose of subsection (1), a reference to a director or relevant director therein includes a reference to the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.
    9. (9)In determining for the purposes of this section whether a transaction is a restricted transaction under subsection (1)(e), the transaction is to be treated as having been entered into on the date of the arrangement.
    10. (10)For the purposes of this section, a reference to prior approval does not include any approval of the company that is given after the restricted transaction has been made, provided for or entered into (as the case may be...
    11. (11)In this section and section 163 —
    12. Definition“conditional sale agreement” has the meaning given by section 2 of the Hire‑Purchase Act 1969;
    13. Definition“credit transaction” means a transaction under which one party (called in this section and section 163 the creditor) —(a)supplies any goods or disposes of any immovable property under a hire‑purchase agreement or a cond...
    14. Definition“quasi‑loan” means a transaction under which one party (called in this section and section 163 the creditor) agrees to pay, or pays otherwise than pursuant to an agreement, a sum for another (called in this section the...
    15. Definition“services” means any thing other than goods or immovable property.
    16. (12)For the purposes of subsection (11) —(a)a reference to the person to whom a quasi‑loan is made is a reference to the borrower;(b)the liabilities of the borrower under a quasi‑loan include the liabilities of any person w...
  290. Section 163Approval of company required for loans and quasi‑loans to, and credit transactions for benefit of, persons connected with directors of lending company, etc.
    1. (1)Subject to this section and sections 163A and 163B, it is not lawful for a company (other than an exempt private company) —(a)to make a loan or quasi‑loan to another company, a limited liability partnership or a VCC;(b)...
    2. (2)Subsection (1) also applies to —(a)a loan or quasi‑loan made by a company (other than an exempt private company) to another company or a limited liability partnership;(b)a credit transaction made by a company (other tha...
    3. (3)For the purposes of subsection (2), a director or directors of a company —(a)have an interest in the other company if —(i)in the case of a company with a share capital — the director or directors is or together are inte...
    4. (3A)Subject to this section and sections 163A and 163B, a company (other than an exempt private company) must not —(a)take part in an arrangement under which —(i)another person enters into a transaction that, if it had been...
    5. (3B)In determining for the purposes of subsection (3A) whether a transaction is one that would have required approval under this section if it had been entered into by the company, the transaction is to be treated as having...
    6. (3C)The requirement in subsections (1) and (3A) that the interested director or directors, or his, her or their family members, abstain from voting at the general meeting of the company does not apply where all the sharehol...
    7. (3D)For the purposes of this section —(a)where a company makes a loan or quasi‑loan to another company or VCC, enters into a credit transaction for the benefit of another company or VCC, gives a guarantee or provides securi...
    8. (4)This section does not apply —(a)to anything done by a company where the other company (whether that company is incorporated in Singapore or otherwise) or VCC is its subsidiary or holding company or a subsidiary of its h...
    9. (5)For the purposes of this section —(a)an interest of a member of a director’s family is treated as the interest of the director; and(b)a reference to a member of a director’s family includes the director’s spouse, son, a...
    10. (6)Nothing in this section operates to prevent the recovery of the amount of any loan, quasi‑loan, credit transaction or arrangement or the enforcement of any guarantee or security whether made or given by the company or a...
    11. (7)Where a company contravenes this section, any director who authorises the making of any loan or quasi‑loan, the entering into of any credit transaction, the entering into of any guarantee, the providing of any security...
  291. Section 163AException for expenditure on defending proceedings, etc.
    1. (1)Sections 162 and 163 do not apply to anything done by a company —(a)to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director —(i)in defending any...
    2. (2)The terms referred to in subsection (1) are —(a)that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in th...
    3. (3)For the purposes of this section —(a)a conviction, judgment or refusal of relief becomes final —(i)if it is not appealed against, at the end of the period for bringing an appeal; or(ii)if it is appealed against, when th...
    4. (4)The reference in this section to an application for relief is to an application for relief under section 76A(13) or 391.
  292. Section 163BException for expenditure in connection with regulatory action or investigation
  293. Section 164Register of director’s and chief executive officer’s shareholdings
    1. (1)A company must keep a register showing with respect to each director of the company particulars of —(a)shares in that company or in a related corporation, being shares of which the director is a registered holder or in...
    2. (1A)A company must keep a register showing with respect to each chief executive officer of the company particulars of —(a)shares in that company, being shares of which the chief executive officer is their registered holder...
    3. (2)A company need not show, in its register with respect to a director, particulars of shares in a related corporation that is a wholly‑owned subsidiary of the company or of another corporation.
    4. (3)A company that is a wholly‑owned subsidiary of another company is deemed to have complied with this section in relation to a director or chief executive officer of that other company (whether or not he or she is also a...
    5. (4)For the purposes of subsections (2) and (3), a company is a wholly‑owned subsidiary of another company if none of the members of the firstmentioned company is a person other than —(a)the second‑mentioned company;(b)a no...
    6. (5)A company must, within 3 days after receiving notice from a director or chief executive officer under section 165(1)(a) of this Act or section 133(1)(a), (b), (c), (d) or (e) of the Securities and Futures Act 2001, ente...
    7. (6)A company must, within 3 days after receiving a notice from a director or chief executive officer (as the case may be) under section 165(1)(b) of this Act or section 133(1)(g) (in respect of a change in the particulars...
    8. (7)A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of or participa...
    9. (8)A company must, subject to this section, keep its register at the registered office of the company and the register must be open for inspection by a member of the company without charge and by any other person on paymen...
    10. (9)A person may request a company to furnish the person with a copy of its register or any part thereof on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof require...
    11. (10)The Registrar may by written notice require a company to send to the Registrar within such time as may be specified in the notice a copy of its register or any part thereof.
    12. (11)A company must produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.
    13. (12)It is a defence to a prosecution for failing to comply with subsection (1), (1A) or (5) in respect of particulars relating to a director or chief executive officer if the defendant proves that the failure was due to the...
    14. (13)In this section —(a)a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and(b)a reference to a perso...
    15. (14)In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying...
    16. (15)For the purposes of the application of this section —(a)a director or chief executive officer of a company is deemed to hold or have an interest or a right in or over any shares or debentures if —(i)a wife or husband of...
    17. (16)In subsection (15), “child” includes stepson, adopted son, stepdaughter and adopted daughter.
    18. (17)If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to impr...
  294. Section 164APower to require disclosure of directors’ emoluments
    1. (1)If a company is served with a notice sent by or on behalf of —(a)at least 10% of the total number of members of the company (excluding the company itself if it is registered as a member); or(b)a member or members with a...
    2. (2)If default is made in complying with this section, the company and every director of the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.
  295. Section 165General duty to make disclosure
    1. (1)Every director and chief executive officer of a company must give written notice to the company —(a)of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are neces...
    2. (2)A notice under subsection (1) must be given —(a)in the case of a notice under subsection (1)(a), within 2 business days after —(i)the date on which the director became a director or the chief executive officer became a...
    3. (3)A company must, within 7 days after it receives a notice given under subsection (1), send a copy of the notice to each of the other directors and chief executive officers of the company.
    4. (4)It is a defence to a prosecution for failing to comply with subsection (1)(a) or (b) or with subsection (2) if the defendant proves that his or her failure was due to his or her not being aware of a fact or occurrence t...
    5. (5)For the purposes of subsection (4), a person is conclusively presumed to have been aware at a particular time of a fact or occurrence —(a)of which the person would, if the person had acted with reasonable diligence in t...
    6. (6)In this section —(a)a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and(b)a reference to a perso...
    7. (7)In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying...
    8. (8)Nothing in section 164 or this section requires a company to enter in its register or requires a director to give notice to the company of matters that are shown in the register kept by the company in accordance with th...
    9. (9)Any director or chief executive officer who fails to comply with subsection (1) or (2) or any company that fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine no...
    10. (10)Subsection (1)(a) and (b) does not apply to a person —(a)who is a director or chief executive officer of a listed company; and(b)who is required to make disclosure of the matters referred to in subsection (1)(a) and (b)...
  296. Section 166[Repealed by Act 2 of 2009]
  297. Section 167[Repealed by Act 13 of 1987]
  298. Section 168Payments to director for loss of office, etc.
    1. (1)It is not lawful —(a)for a company to make to any director any payment by way of compensation for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection wi...
    2. (1A)The requirement for approval by the company in subsection (1) does not apply in respect of any payment to a director holding a salaried employment or office in the company by way of compensation for termination of emplo...
    3. (1B)For the purposes of subsection (1A) —(a)an existing legal obligation is an obligation of the company, or any corporation which is by virtue of section 6 deemed to be related to the company, that was not entered into in...
    4. (2)Where such a payment is to be made to a director in connection with the transfer to any person, as a result of an offer made to shareholders, of all or any of the shares in the company, that director must take all reaso...
    5. (3)A director who fails to comply with subsection (2) and a person who has been properly required by a director to include in or send with any notice under this section the particulars required by that subsection and who f...
    6. (4)If in connection with any such transfer the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him or her is in excess of...
    7. (5)Any reference in this section to payments to any director of a company by way of compensation for loss of office or as consideration for or in connection with his or her retirement from office does not include —(a)any p...
    8. (6)This section is in addition to and not in derogation of any rule of law requiring disclosure to be made with respect to any such payments or any other like payment.
    9. (7)In this section, “director” includes any person who has at any time been a director of the company or of a corporation which is by virtue of section 6 deemed to be related to the company.
  299. Section 169Provision and improvement of director’s emoluments
    1. (1)A company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not re...
    2. (2)In this section, “emoluments” in relation to a director includes fees and percentages, any sums paid by way of expenses allowance insofar as those sums are charged to income tax in Singapore, any contribution paid in re...
  300. Section 170[Repealed by Act 36 of 2014]
  301. Section 171Secretary
    1. (1)Every company must have one or more secretaries each of whom must be a natural person who has his or her principal or only place of residence in Singapore and who is not debarred under section 155B from acting as secret...
    2. (1A)It is the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the func...
    3. (1AA)In addition, it is the duty of the directors of a public company to take all reasonable steps to secure that each secretary of the company is a person who —(a)on 15 May 1987 held the office of secretary in that company...
    4. (1AB)The Registrar may require a private company to appoint a person who satisfies subsection (1AA)(b) as its secretary if the Registrar is satisfied that the company has failed to comply with any provision of this Act with...
    5. (1B)Any person who is appointed by the directors of a company as a secretary must, at the time of his or her appointment, by himself or herself or through a registered qualified individual authorised by him or her, file wit...
    6. (1C)A person to whom subsection (1AA)(a) applies who, after 15 May 1987, becomes a secretary of another company and is not qualified to act as secretary under subsection (1AA)(b) is not to be regarded as being a person who...
    7. (1D)In this section and sections 173 to 173I, “secretary” includes an assistant or deputy secretary.
    8. (1E)Where a director is the sole director of a company, he or she must not act or be appointed as the secretary of the company.
    9. (2)Subsection (1) does not operate to prevent a corporation which was acting as the secretary of a company immediately before 29 December 1967 from continuing to act as secretary of that company for a period of 12 months a...
    10. (3)The secretary or secretaries are to be appointed by the directors and at least one of those secretaries must be present at the registered office of the company by himself or herself or his or her agent or clerk on the d...
    11. (3A)Despite subsection (3), a secretary or his or her agent or clerk of a private company need not be physically present at the registered office during the times specified in that subsection if a secretary or his or her ag...
    12. (4)Subject to subsection (4A), anything required or authorised to be done by or in relation to the secretary may, if the office is vacant or for any other reason the secretary is not capable of acting, be done by or in rel...
    13. (4A)The office of secretary must not be left vacant for more than 6 months at any one time.
    14. (5)A provision requiring or authorising a thing to be done by or in relation to a director and the secretary is not satisfied by its being done by or in relation to the same person acting both as director and as, or in pla...
  302. Section 172Provision protecting officers from liability
    1. (1)Any provision that purports to exempt an officer of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in...
    2. (2)Any provision by which a company directly or indirectly provides an indemnity (to any extent) for an officer of the company against any liability attaching to him or her in connection with any negligence, default, breac...
    3. (3)This section applies to any provision, whether contained in a company’s constitution or in any contract with the company or otherwise.
  303. Section 172AProvision of insurance
  304. Section 172BThird party indemnity
    1. (1)Section 172(2) does not apply where the provision for indemnity is against liability incurred by the officer to a person other than the company, except when the indemnity is against —(a)any liability of the officer to p...
    2. (2)The references in subsection (1)(b) to a conviction, judgment or refusal of relief are references to the final decision in the proceedings.
    3. (3)For the purposes of subsection (2) —(a)a conviction, judgment or refusal of relief becomes final —(i)if it is not appealed against — at the end of the period for bringing an appeal; or(ii)if it is appealed against — at...
    4. (4)The reference in subsection (1)(b)(iii) to an application for relief is to an application for relief under section 76A(13) or 391.
  305. Section 173Registers of directors, chief executive officers, secretaries and auditors
    1. (1)The Registrar must, in respect of each company, keep a register of the company’s —(a)directors;(b)chief executive officers;(c)secretaries; and(d)auditors (if any).
    2. (2)The register under subsection (1) is to be kept in such form as the Registrar may determine.
    3. (3)Subject to subsection (4), the register of a company’s directors must contain the following information in respect of each director of the company:(a)full name and any former name;(b)residential address;(ba)contact addr...
    4. (4)The Registrar need only keep any former name of a director in the register of the company for a period of 5 years from the date on which the name was furnished to the Registrar.
    5. (5)The register of a company’s chief executive officers must contain the following information in respect of each chief executive officer of the company:(a)full name;(b)residential address;(ba)contact address;(c)nationalit...
    6. (6)The register of a company’s secretaries must contain the following information in respect of each secretary of the company:(a)full name;(b)residential address;(ba)contact address;(c)identification;(d)date of appointment...
    7. (7)The register of a company’s auditors must contain the following information in respect of each auditor of the company:(a)full name;(b)an address at which the auditors may be contacted;(c)identification, if any;(d)date o...
    8. (8)An entry in the register of directors, register of chief executive officers, register of secretaries and register of auditors required to be kept by the Registrar under this section, is prima facie evidence of the truth...
    9. (9)A certificate of the Registrar setting out any of the particulars required to be entered or inserted in the register of directors, register of chief executive officers, register of secretaries or register of auditors re...
    10. (10)A certificate of the Registrar stating that, at the time specified in the certificate, a person was named as director, chief executive officer, secretary or auditor of the company in the register of directors, register...
    11. (11)For the purposes of this section, a director includes an alternate, a substitute or a local director.
    12. (12)[Deleted by Act 21 of 2024 wef 09/12/2024]
    13. (13)[Deleted by Act 21 of 2024 wef 09/12/2024]
    14. (14)Any document required to be served under this Act on any person who is a director, chief executive officer or secretary is sufficiently served if addressed to the person and left at or sent by post to his or her residen...
    15. (15)Any document required to be served under this Act on a person who is for the time being an auditor of a company is sufficiently served if addressed to the person and left at or sent by post to the address which is enter...
  306. Section 173ADuty of company to provide information on directors, chief executive officers, secretaries and auditors
    1. (1)A company must by notice furnish to the Registrar —(a)within 14 days after a person becomes a director, chief executive officer, secretary or auditor, the information required under section 173(3), (5), (6) or (7), as t...
    2. (2)[Deleted by Act 21 of 2024 wef 09/12/2024]
    3. (3)The information to be furnished to the Registrar under subsection (1) must be given in a notice in such form as may be prescribed or, if not prescribed, in such form as the Registrar may determine.
  307. Section 173BDuty of directors, chief executive officers, secretaries and auditors to provide information to company
    1. (1)A director, a chief executive officer, a secretary or an auditor (as the case may be) must give the company —(a)any information the company needs to comply with section 173A(1)(a) as soon as practicable but not later th...
    2. (2)Despite subsection (1), a director, a chief executive officer, a secretary or an auditor (as the case may be) must, subject to subsection (3), provide any information referred to in section 173(3), (5), (6) or (7) for t...
    3. (3)The director, chief executive officer, secretary or auditor (as the case may be) mentioned in subsection (2) must furnish the information to the company as soon as practicable but not later than 14 days after receipt of...
    4. (4)[Deleted by Act 21 of 2024 wef 09/12/2024]
  308. Section 173CDuty of company to keep consents of directors and secretaries
  309. Section 173DSaving and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors before 3 January 2016
    1. (1)In the case of a company incorporated before 3 January 2016 the name and particulars of the persons who were lodged with the Registrar as a director, a secretary or an auditor of the company under section 173 in force i...
    2. (2)Where a company mentioned in subsection (1) has lodged the name and particulars of one or more managers with the Registrar as a manager or managers (as the case may be) of the company under section 173 in force immediat...
    3. (3)For the purposes of subsections (1) and (2) —(a)the address lodged with the Registrar in respect of any director or secretary under section 173 in force immediately before 3 January 2016 must be entered as his or her re...
  310. Section 173ESelf‑notification in certain circumstances
    1. (1)A director who ceases on or after the date of commencement of section 66 of the Corporate and Accounting Laws (Amendment) Act 2025 to be qualified to act as a director by virtue of section 148(1), 154(1), 155(1), 155A(1...
    2. (2)A director who resigns from office and who has given notice of his or her resignation to the company, or a director who is removed or retires from office, may give the notice referred to in section 173A(1)(b) to the Reg...
    3. (3)A secretary who resigns from office and who has given notice of his or her resignation to the company, or a secretary who is removed or retires from office, may give the notice referred to in section 173A(1)(b) to the R...
    4. (4)A director, chief executive officer or secretary who has changed his or her residential address or contact address (as the case may be) which is entered in the register of directors, register of chief executive officers...
  311. Section 173FAmendment of register by Registrar to indicate death or disqualification
    1. (1)Where the Registrar has reasonable cause to believe that a director of a company has been disqualified, under or by virtue of section 148, 149, 149A, 154, 155, 155A, 155C or 155D —(a)from being a director of the company...
    2. (1A)Where the Registrar has reasonable cause to believe that a director of a company is dead, the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section...
    3. (2)Where the Registrar has reasonable cause to believe that a chief executive officer of a company is dead, the Registrar may on his or her own initiative amend the register of chief executive officers of the company kept...
    4. (3)Where the Registrar has reasonable cause to believe that a secretary of a company is dead, the Registrar may on his or her own initiative amend the register of secretaries of the company kept by the Registrar under sect...
    5. (4)Where the Registrar has reasonable cause to believe that the auditor of a company —(a)has had its registration as an accounting entity suspended or removed; or(b)being an individual is dead,the Registrar may on his or h...
    6. (5)Where the Registrar has reasonable cause to believe that he or she has made an amendment to the relevant register under subsection (1), (1A), (2), (3) or (4) under a mistaken belief that a director, a chief executive of...
  312. Section 173GTransitional provision on keeping of contact address and residential address of director, chief executive officer or secretary
    1. (1)Where, immediately before the commencement date, there is an alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register o...
    2. (2)Where, immediately before the commencement date —(a)there is no alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or registe...
    3. (3)Where —(a)before the commencement date, the residential address of a director, chief executive officer or secretary of a company (called in this subsection the individual) has been entered in the register of directors,...
    4. (4)Subsection (5) applies to a notice or information required to be furnished or given under section 173A or 173B (as the case may be) relating to an appointment or change in the appointment of a director, chief executive...
    5. (5)Where the notice or information mentioned in subsection (4) is furnished or given on or after the commencement date, the notice or information must provide the information required under section 173 as in force when the...
    6. (6)In this section, “commencement date” means the date of commencement of section 40 of the ACRA (Registry and Regulatory Enhancements) Act 2024.
  313. Section 173HPenalty for breach under sections 173, 173A, 173B and 173C
    1. (1)If default is made by a company in section 173A(1) or 173C, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceedin...
    2. (2)A director, a chief executive officer, a secretary or an auditor who fails to comply with any requirement under section 173B shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000...
    3. (3)[Deleted by Act 21 of 2024 wef 09/12/2024]
    4. (4)[Deleted by Act 21 of 2024 wef 09/12/2024]
  314. Section 173ITransitional provisions for old registers of directors, managers, secretaries and auditors
    1. (1)A company must continue to keep the following information for the periods set out in subsection (2):(a)with respect to each person who is a director of the company immediately before 3 January 2016 —(i)the signed copy o...
    2. (2)The period mentioned in subsection (1) commences on 3 January 2016 and ceases on —(a)in the case of subsection (1)(a), the date on which the person ceases to be a director of the company; or(b)in the case of subsection...
    3. (3)Section 173(8) in force immediately before 3 January 2016 continues to apply in respect of any information lodged with the Registrar under section 173 in force immediately before that date.
  315. Section 173JArrangements for meetings
    1. (1)This section applies to the following types of meetings:(a)an annual general meeting of a company;(b)an extraordinary general meeting of a company;(c)a statutory meeting of a company;(d)a general meeting of an amalgamat...
    2. (2)Unless excluded under subsection (5) or (7), a meeting to which this section applies may be held —(a)at a physical place;(b)at a physical place and using virtual meeting technology; or(c)using virtual meeting technology...
    3. (3)Where a meeting to which this section applies under subsection (2)(b) or (c) is held, the meeting may be held without any number of those participating in the meeting being together at the same place.
    4. (4)Unless excluded or modified under subsection (5) or excluded under subsection (7), where a meeting to which this section applies is held (whether wholly or partly) using virtual meeting technology —(a)a reference in thi...
    5. (5)This section applies despite the provisions contained in a company’s constitution, except where —(a)in the case of a company incorporated before 1 July 2023, the company on or after that date amends, alters or adds to i...
    6. (6)In subsection (4), a reference to a member of a company includes, where appropriate, the member’s proxy or the member’s representative.
    7. (7)The Minister may, by order in the Gazette, exclude the application of subsection (2)(c) in respect of any prescribed class of companies.
    8. (8)To avoid doubt and subject to the constitution of the company, nothing in this Act prohibits a meeting of the board of directors of a company, or a committee consisting of one or more directors of a company, from being...
  316. Section 174Statutory meeting and statutory report
    1. (1)Every public company that is a limited company and has a share capital must, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a gene...
    2. (2)The directors must at least 7 days before the day on which the meeting is to be held forward a report to be called the “statutory report” to every member of the company.
    3. (3)The statutory report must be certified by not less than 2 directors of the company and must state —(a)the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash...
    4. (4)The statutory report must, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditor...
    5. (5)The directors must cause a copy of the statutory report and the auditor’s report (if any) to be lodged with the Registrar at least 7 days before the date of the statutory meeting.
    6. (6)The directors must cause a list showing the names and addresses of the members and the number of shares held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to an...
    7. (7)The members present at the meeting are at liberty to discuss any matter relating to the formation of the company or arising out of the statutory report, whether previous notice has been given or not, but no resolution o...
    8. (8)The meeting may adjourn from time to time and at any adjourned meeting any resolution of which notice has been given in accordance with the constitution either before or subsequently to the former meeting may be passed...
    9. (9)The meeting may by ordinary resolution appoint a committee or committees of inquiry, and at any adjourned meeting a special resolution may be passed that the company be wound up if, despite any other provision of this A...
    10. (10)In the event of any default in complying with this section every officer of the company who is in default and every director of the company who fails to take all reasonable steps to secure compliance with this section s...
  317. Section 175Annual general meeting
    1. (1)Subject to this section and section 175A, a company must hold, in addition to any other meeting, a general meeting of the company to be called the “annual general meeting” after the end of each financial year within —(a...
    2. (2)The Registrar may extend the period mentioned in subsection (1)(a) or (b) —(a)upon an application by the company, if the Registrar thinks there are special reasons to do so; or(b)in respect of any prescribed class of co...
    3. (3)Subject to notice being given to all persons entitled to receive notice of the meeting, a general meeting may be held at any time and the company may resolve that any meeting held or summoned to be held is the annual ge...
    4. (4)Where a company fails to comply with subsection (1) —(a)the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and a...
    5. (5)The Minister may, by order in the Gazette, specify such other period in substitution of the period mentioned in subsection (1)(a) or (b), or both.
  318. Section 175AWhen private company need not hold annual general meeting
    1. (1)A company need not hold an annual general meeting for a financial year —(a)if it is a private company in respect of which there is in force a resolution passed in accordance with subsection (2) to dispense with the hold...
    2. (2)Despite any other provision of this Act, a resolution mentioned in subsection (1)(a) is only treated as passed at a general meeting if it has been passed by all of such members as, being entitled to do so, vote in perso...
    3. (3)A resolution under subsection (1)(a) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.
    4. (4)In any year in which an annual general meeting would be required to be held but for this section, and in which no such meeting has been held, any member of the company may, by notice to the company not later than 14 day...
    5. (5)The power of a member under subsection (4) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the company at such address as may for the...
    6. (6)If such a notice is given or electronic communication is transmitted, section 175(1) and (4) applies with respect to the calling of the meeting and the consequences of any failure to comply with section 175(1) as applie...
    7. (7)A resolution mentioned in subsection (1)(a) ceases to be in force if the company is converted to a public company.
    8. (8)If the resolution mentioned in subsection (1)(a) ceases to be in force but less than 3 months remain to the date on which the company is required under section 175 to hold an annual general meeting, the company need not...
    9. (9)Subsection (8) does not affect any obligation of the company to hold an annual general meeting in that year pursuant to a notice given under subsection (4) or an electronic communication transmitted under subsection (5).
    10. (10)Unless the contrary intention appears, if a company need not hold an annual general meeting for a financial year then for that financial year —(a)a reference in any provision of this Act to the doing of anything at an a...
    11. (11)In this section, an address of a person includes any number or address used for electronic communication.
  319. Section 176Convening of extraordinary general meeting on requisition
    1. (1)The directors of a company, despite anything in its constitution, must, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of the total number of paid‑up shares as at t...
    2. (1A)For the purposes of subsection (1), any of the company’s paid‑up shares held as treasury shares are to be disregarded.
    3. (2)The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one...
    4. (3)If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a meeting, the requisitionists, or any of them representing more than 50% of the total voting rights of all of t...
    5. (4)Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting must be paid to the requisitionists by the company, and any sum so paid must be retained by the comp...
    6. (5)A meeting at which a special resolution is to be proposed is deemed not to be duly convened by the directors if they do not give such notice thereof as is required by this Act in the case of special resolutions.
  320. Section 177Calling of meetings
    1. (1)Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the...
    2. (2)A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, must be called by written notice of not less than 14 days or such longer period as is provided in the consti...
    3. (3)A meeting is, even though it is called by notice shorter than is required by subsection (2), deemed to be duly called if it is so agreed —(a)in the case of a meeting called as the annual general meeting — by all the mem...
    4. (4)So far as the constitution does not make other provision in that behalf, notice of every meeting must be served on every member having a right to attend thereat in the manner in which notices are required to be served b...
  321. Section 178Right to demand a poll
    1. (1)Any provision in a company’s constitution is void insofar as it would have the effect —(a)of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairperson...
    2. (1A)Despite subsection (1)(b), where any provision of the constitution of a company incorporated before 3 January 2016 is void under subsection (1)(b)(ii) or (iii), a demand for a poll on any question or matter other than t...
    3. (2)The instrument appointing a proxy to vote at a meeting of a company is deemed to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a member...
    4. (3)A person entitled to vote on a poll at a meeting is deemed to be a person entitled to vote for the purposes of this Act.
  322. Section 179Quorum, chairperson, voting, etc., at meetings
    1. (1)So far as the constitution does not make other provision in that behalf and subject to sections 64 and 64A —(a)2 members of the company personally present form a quorum;(b)any member elected by the members present at a...
    2. (2)On a poll taken at a meeting a person entitled to more than one vote need not, if the person votes, use all the person’s votes or cast all the votes the person uses in the same way.
    3. (3)A corporation may by resolution of its directors or other governing body —(a)if it is a member of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all...
    4. (4)Where —(a)a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and(b)the person is not otherwi...
    5. (5)Subject to section 41(8) and (9), a certificate under the seal of the corporation is prima facie evidence of the appointment or of the revocation of the appointment (as the case may be) of a representative pursuant to s...
    6. (6)Where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary and a minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any...
    7. (7)Where by or under any provision of this Act any notice, copy of a resolution or other document relating to any matter is required to be lodged by a company with the Registrar, and a minute mentioned in subsection (6) is...
    8. (8)For the purposes of this section, any reference to a member of a company does not include the company itself where it is such a member by virtue of its holding shares as treasury shares.
  323. Section 180As to member’s rights at meetings
    1. (1)A member has, despite any provision in the constitution of the company, a right to attend any general meeting of the company and to speak on any resolution before the meeting.
    2. (2)In the case of a company limited by shares, the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of section 64, the share confers on the holder a r...
    3. (3)In the case of a company other than a company limited by shares, a member may vote on a resolution before a general meeting of the company if the right to vote on that resolution is conferred on the member under the con...
    4. (4)Despite subsection (2), a preference share issued after 15 August 1984 but before 3 January 2016 carries, in addition to any other right conferred by this Act, the right in a poll at any general meeting to at least one...
    5. (5)For the purposes of subsection (4) —(a)“preference share” means a share, by whatever name called, which does not entitle the holder thereof —(i)to the right to vote at a general meeting (except in the circumstances spec...
  324. Section 181Proxies
    1. (1)Subject to this section, a member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, is entitled to appoint another person, whether a member or...
    2. (1A)Subject to this section, unless the constitution otherwise provides —(a)a proxy is not entitled to vote except on a poll;(b)a member is not entitled to appoint more than 2 proxies to attend and vote at the same meeting;...
    3. (1B)Despite anything to the contrary in the constitution of a company, a member may appoint a proxy under this section by depositing with the company an instrument of appointment by electronic means.
    4. (1BA)The electronic means by which an instrument of appointment may be deposited under subsection (1B) must be specified by the company in the notice of meeting.
    5. (1C)A member of a company having a share capital who is a relevant intermediary may appoint more than 2 proxies in relation to a meeting to exercise all or any of the member’s rights to attend and to speak and vote at the m...
    6. (1D)A proxy appointed under subsection (1C) has at a meeting the right to vote on a show of hands.
    7. (2)In every notice calling a meeting of a company or a meeting of any class of members of a company there must appear with reasonable prominence a statement as to the rights of the member to appoint a proxy or proxies to a...
    8. (3)Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued at the company’s expense to some only of the members entitled to be...
    9. (4)No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at the member’s request of a form of appointment naming the proxy or a list of persons willing to act as proxies if th...
    10. (5)Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued or circulated shall be guilty of an offence unless the invitation is...
    11. (6)In this section, “relevant intermediary” means —(a)a banking corporation licensed under the Banking Act 1970 or a wholly‑owned subsidiary of such a banking corporation, whose business includes the provision of nominee s...
  325. Section 182Power of Court to order meeting
  326. Section 183Circulation of members’ resolutions, etc.
    1. (1)Subject to this section, a company must on the requisition of such number of members of the company as is specified in subsection (2) and, unless the company otherwise resolves, at the expense of the requisitionists —(a...
    2. (2)The number of members necessary for a requisition under subsection (1) is —(a)any number of members representing not less than 5% of the total voting rights of all the members having at the date of the requisition a rig...
    3. (3)Subject to subsection (3A), notice of a resolution referred to in subsection (1) must be given, and any statement so referred to must be circulated, to members of the company entitled to have notice of the meeting sent...
    4. (3A)Where the resolution is proposed to be passed by written means under section 184A, the notice of the resolution and statement must be given and circulated to members of the company entitled to have notice of the meeting...
    5. (3B)Notice of the resolution must be given to any other member of the company by serving on the member notice of the general effect of the resolution in any manner permitted for giving the member notice of meetings of the c...
    6. (3C)Except where the resolution is proposed to be passed by written means under section 184A, the copy of the resolution mentioned in subsection (3) must be served, or notice of the general effect of the resolution mentione...
    7. (4)Subject to subsection (4A), a company is not bound under this section to give notice of any resolution or to circulate any statement unless —(a)a copy of the requisition signed by the requisitionists, or 2 or more copie...
    8. (4A)A company is not bound under this section to give notice of any resolution which is proposed to be passed by written means under section 184A, or to circulate any statement relating thereto, unless —(a)the requisition s...
    9. (4B)Where the requisition under subsection (4A)(a) requests that the date of its receipt by a company be notified to a specified person, the directors must, without delay after it is first received by a director in legible...
    10. (5)The company is not bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by...
    11. (6)Despite anything in the company’s constitution, the business which may be dealt with at an annual general meeting includes any resolution of which notice is given in accordance with this section, and for the purposes of...
    12. (7)In the event of any default in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
    13. (8)For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —(a)in a form (such as a paper document) that is legible before being se...
  327. Section 184Special resolutions
    1. (1)A resolution is a special resolution when it has been passed by a majority of not less than three‑fourths of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a...
    2. (2)Despite subsection (1), if it so agreed by a majority in number of the members having the right to attend and vote at the meeting, being a majority which together holds not less than 95% of the total voting rights of al...
    3. (3)At any meeting at which a special resolution is submitted, a declaration of the chairperson that the resolution is carried is unless a poll is demanded conclusive evidence of the fact without proof of the number or prop...
    4. (4)At any meeting at which a special resolution is submitted, a poll is deemed to be effectively demanded if demanded —(a)by such number of members for the time being entitled under the constitution to vote at the meeting...
    5. (4A)For the purposes of subsection (4), any reference to a member does not include a reference to a company itself where it is registered as a member.
    6. (5)In computing the majority on a poll demanded on the question that a special resolution be passed, reference must be had to the number of votes cast for and against the resolution and to the number of votes to which each...
    7. (6)For the purposes of this section, notice of a meeting is deemed to be duly given and the meeting is deemed to be duly held when the notice is given and the meeting held in the manner provided by this Act or by the const...
    8. (7)Any extraordinary resolution, duly and appropriately passed before 29 December 1967 is for the purposes of this Act treated as a special resolution.
    9. (8)Where in the case of a company incorporated before 29 December 1967 any matter is required or permitted to be done by extraordinary resolution, that matter may be done by special resolution.
  328. Section 184APassing of resolutions by written means
    1. (1)Despite any other provision of this Act, a private company or an unlisted public company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F.
    2. (2)Subsection (1) does not apply to a resolution mentioned in section 175A(1)(a) or a resolution for which special notice is required.
    3. (3)A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent...
    4. (4)An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date...
    5. (4A)A resolution mentioned in section 76(9B)(e) is passed by written means if the resolution indicates that it is a resolution mentioned in that provision and if it has been formally agreed on any date by all the members of...
    6. (5)For the purposes of this section, a resolution of a company is formally agreed by a member if —(a)the company receives from the member (or the member’s proxy if this is allowed) a document that —(i)is given to the compa...
    7. (6)Nothing in subsection (3), (4) or (4A) is to be construed as requiring the requisite number of members to formally agree to the resolution on a single day.
    8. (6A)For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —(a)in a form (such as a paper document) that is legible before being se...
    9. (7)Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accor...
    10. (8)Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordanc...
    11. (9)In this section and sections 184B to 184F, “unlisted public company” means a public company the securities of which are not listed for quotation or quoted on an approved exchange in Singapore or any securities exchange...
  329. Section 184BRequirements for passing of resolutions by written means
    1. (1)A resolution of a private company or an unlisted public company may only be passed by written means if —(a)either —(i)agreement to the resolution was first sought by the directors of the company in accordance with secti...
    2. (2)Any resolution that is passed in contravention of subsection (1) is invalid.
  330. Section 184CWhere directors seek agreement to resolution by written means
    1. (1)The directors of a private company or an unlisted public company who wish to seek agreement to a resolution of the company and for it to be passed by written means must send to each member, having the right to vote on t...
    2. (2)As far as practicable, the directors must comply with subsection (1) as respects every member at the same time and without delay.
    3. (3)Without limiting any other means of complying with subsections (1) and (2), the directors have complied with those subsections if they secure that the same paper document containing the text of the resolution is sent wi...
    4. (4)Subject to section 184D, if the resolution is passed before the directors have complied with subsection (1) as respects every member, that fact does not affect the validity of the resolution or any obligation already in...
  331. Section 184DMembers may require general meeting for resolution
    1. (1)Any member or members of a private company or an unlisted public company representing at least 5% of the total voting rights of all the members having the right to vote on a resolution at a general meeting of the compan...
    2. (2)Where notice is given under subsection (1) —(a)the resolution is invalid even though it may have in the meantime been passed in accordance with section 184A; and(b)the directors must proceed to convene a general meeting...
  332. Section 184DAPeriod for agreeing to written resolution
    1. (1)Unless the constitution of a private company or an unlisted public company otherwise provides, a resolution proposed to be passed by written means lapses if it is not passed before the end of the period of 28 days begin...
    2. (2)The agreement to a resolution is ineffective if indicated after the expiry of that period.
  333. Section 184ECompany’s duty to notify members that resolution passed by written means
    1. (1)Where a resolution of a private company or an unlisted public company is passed by written means, the company must —(a)notify every member that it has been passed; and(b)do so within 15 days from the earliest date on wh...
    2. (2)Non‑compliance with this section does not render the resolution invalid.
  334. Section 184FRecording of resolutions passed by written means
    1. (1)Where a resolution of a private company or an unlisted public company is passed by written means, the company must cause a record of the resolution, and the indication of each member’s agreement (or agreement on the mem...
    2. (2)Non‑compliance with subsection (1) does not render the resolution invalid.
    3. (3)Any such record, if purporting to be signed by a director or the secretary of the company, is evidence of the proceedings in passing the resolution.
    4. (4)Where a record is made in accordance with this section, then, until the contrary is proved, the requirements of this Act with respect to those proceedings are deemed to have been complied with.
    5. (5)Section 189 applies in relation to a record made in accordance with this section as it applies in relation to minutes of proceedings of a general meeting.
  335. Section 184GResolutions of one member companies
    1. (1)Despite anything in this Act, a company that has only one member may pass a resolution by the member recording the resolution and signing the record.
    2. (2)If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied by lodging the information or document with the resolution that is passed.
  336. Section 185Resolution requiring special notice
  337. Section 186Registration and copies of certain resolutions
    1. (1)A copy of —(a)every special resolution; and(b)every resolution, including any resolution passed under section 175A(1)(a), which effectively binds any class of shareholders whether agreed to by all the members of that cl...
    2. (2)Where the constitution of a company has not been registered, a copy of every resolution to which this section applies must be forwarded to any member at the member’s request on payment of $1 or such less sum as the comp...
    3. (3)In the event of any default in complying with subsection (1) the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000...
    4. (4)In the event of any default in complying with subsection (2), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine of $50 for each copy...
  338. Section 187Resolutions at adjourned meetings
  339. Section 188Minutes of proceedings
    1. (1)Every company must cause —(a)minutes of all proceedings of general meetings and of meetings of its directors and of its chief executive officers (if any) to be entered in books kept for that purpose within one month of...
    2. (2)Any minutes so entered that purport to be signed as provided in subsection (1) are evidence of the proceedings to which they relate, unless the contrary is proved.
    3. (3)Where minutes have been so entered and signed, then, until the contrary is proved —(a)the meeting is deemed to have been duly held and convened;(b)all proceedings had thereat are deemed to have been duly had; and(c)all...
    4. (3A)Every company must keep minute books in which it must cause to be entered the following matters:(a)if the company has only one director —(i)the passing of resolutions by that director; and(ii)the making of declarations...
    5. (3B)The company must ensure that minutes of the passing of a resolution mentioned in subsection (3A)(b) are signed by a director within a reasonable time after the resolution is passed.
    6. (3C)The director of a company with only one director who has passed a resolution or made a declaration must sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made.
    7. (3D)Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) are evidence of the resolution or declaration to which they relate, unless the co...
    8. (4)If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also t...
  340. Section 189Inspection of minute books
    1. (1)The books mentioned in section 188(1) and (3A) must be kept by the company at the registered office or the principal place of business in Singapore of the company, and must be open to the inspection of any member withou...
    2. (2)Any member is entitled to be furnished within 14 days after the member has made a request in writing in that behalf to the company with a copy of any minutes specified in section 188(1) or (3A) at a charge not exceeding...
    3. (2A)Subsection (1) does not apply to books containing minutes of proceedings of meetings of a company’s directors and of its chief executive officers, or (as the case may be) books containing minutes of the passing of resol...
    4. (3)If any copy required under this section is not so furnished the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400 and...
  341. Section 189AApplication and interpretation of Division
    1. (1)This Division applies only in relation to a public company.
    2. (2)In this Division, a reference to the register means the register of members required to be kept by a public company under section 190(1).
  342. Section 190Register and index of members of public companies
    1. (1)Every public company must keep a register of its members and enter therein —(a)the names and addresses of the members, and in the case of a public company having a share capital a statement of the shares held by each me...
    2. (2)Despite anything in subsection (1), where the public company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company must alter the register to show the amount of stoc...
    3. (2A)Where a public company purchases one or more of its own shares or stocks in circumstances in which section 76H applies —(a)the requirements of subsections (1)(a), (b) and (c) and (2) must be complied with unless the pub...
    4. (3)Despite anything in subsection (1), a public company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former member...
    5. (4)The register of members is prima facie evidence of any matters inserted therein as required or authorised by this Act.
    6. (5)Every public company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index, keep an index in convenient form of the names of the members and must, within...
    7. (6)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.
    8. (7)If default is made in complying with this section, the public company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and...
  343. Section 191Where register to be kept
    1. (1)The register of members and index (if any) must be kept at the registered office of the public company, but —(a)if the work of making them up is done at another office of the company in Singapore they may be kept at tha...
    2. (2)Every public company must, within 14 days after the register and index, if any, are first kept at a place other than the registered office, lodge with the Registrar notice of the place where the register and index (if a...
    3. (3)If default is made in complying with this section, the public company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and...
  344. Section 192Inspection and closing of register
    1. (1)A public company may close the register of members or any class of members for one or more periods not exceeding 30 days in the aggregate in any calendar year.
    2. (2)The register and index must be open to the inspection of any member without charge and of any other person on payment for each inspection of $1 or such less sum as the public company requires.
    3. (3)Any member or other person may request the public company to furnish that member or other person with a copy of the register, or of any part thereof, but only so far as it relates to names, addresses, number of shares h...
    4. (4)If any copy so requested is not sent within the period prescribed by subsection (3), the public company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction...
  345. Section 193Consequences of default by agent
  346. Section 194Power of Court to rectify register
    1. (1)If —(a)the name of any person is without sufficient cause entered in or omitted from the register; or(b)default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased t...
    2. (2)On any application under subsection (1), the Court may decide —(a)any question relating to the title of any person who is a party to the application to have the person’s name entered in or omitted from the register, whe...
    3. (3)The Court when making an order for rectification of the register must by its order direct a notice of the rectification to be so lodged.
    4. (4)No application for the rectification of a register in respect of an entry which was made in the register more than 30 years before the date of the application may be entertained by the Court.
  347. Section 195Limitation of liability of trustee, etc., registered as holder of shares
    1. (1)Any trustee, executor or administrator of the estate of any deceased person who was registered in a register as the holder of a share in any company may become registered as the holder of that share as trustee, executor...
    2. (2)Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any company being a share registered in a register may with the consent of the company and of the r...
    3. (3)Shares in a company registered in a register and held by a trustee in respect of a particular trust must at the request of the trustee be marked in the register in such a way as to identify them as being held in respect...
    4. (4)Subject to this section, no notice of any trust expressed, implied or constructive may be entered in a register or be receivable by the Registrar and no liabilities are affected by anything done pursuant to subsection (...
  348. Section 196Branch registers
    1. (1)A public company having a share capital may cause to be kept in any place outside Singapore a branch register of members which is deemed to be part of the company’s register of members.
    2. (2)The public company must lodge with the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such...
    3. (3)A branch register must be kept in the same manner in which the principal register is by this Act required to be kept.
    4. (4)The public company must transmit to the office at which its principal register is kept a copy of every entry in its branch register as soon as possible after the entry is made, and must cause to be kept at that office d...
    5. (5)Subject to this section with respect to the duplicate register, the shares registered in a branch register must be distinguished from the shares registered in the principal register, and no transaction with respect to a...
    6. (6)A public company may discontinue a branch register and thereupon all entries in that register must be transferred to some other branch register kept by the company in the same place or to the principal register.
    7. (7)This section applies to all public companies incorporated in Singapore.
    8. (8)If by virtue of the law in force in any other country any corporation incorporated under that law keeps in Singapore a branch register of its members, the Minister may by order declare that the provisions of this Act re...
    9. (9)If default is made in complying with this section, the public company and every officer of the company who is in default and every person who, pursuant to section 191, has arranged to make up the principal register, and...
  349. Section 196AElectronic register of members
    1. (1)On and after 3 January 2016, the Registrar must, in respect of every private company, keep and maintain an electronic register of members of that company containing such information notified to the Registrar on or after...
    2. (2)The electronic register of members of a private company must be kept in such form as the Registrar may determine and must contain —(a)the following information:(i)the names of the members;(ii)the residential address and...
    3. (3)Where a private company has converted any of its shares into stock and the company notifies the Registrar of this fact, the register must show the amount of stock or number of stock units held by each member instead of...
    4. (4)Particulars of any change in the information referred to in subsection (2) must be given to the Registrar where a private company purchases one or more of its shares or stocks in circumstances in which section 76H appli...
    5. (5)The Registrar must update the electronic register of members in accordance with any change that is required or authorised by any provision of this Act to be lodged with the Registrar, including section 31(1), 63(1), 70(...
    6. (6)An entry in the register of members required to be kept by the Registrar under this section is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in t...
  350. Section 196BInformation to be provided by pre‑existing private companies
    1. (1)A private company incorporated, or converted from a public company, before 3 January 2016 must lodge with the Registrar the information necessary to be included in the company’s electronic register of members under sect...
    2. (2)If a private company to which subsection (1) applies fails to lodge any of the information that it is required to lodge under that subsection, the Registrar may, in place of the omitted information, enter in the electro...
    3. (3)The Registrar may extend the time for furnishing the information under subsection (1) if the Registrar considers it fair and reasonable to do so in the circumstances of the case.
  351. Section 196CApplication of sections 194 and 195
    1. (1)Section 194 applies in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A as if a reference to a register under section 194 referred to the electro...
    2. (2)Section 195 applies in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A but with the following modifications:(a)a reference to a register under s...
  352. Section 196DMaintenance of old register of members
    1. (1)Subject to subsections (2) and (3), a private company incorporated, or which was converted from a public company before 3 January 2016 must —(a)continue to keep any branch register of members under section 196 in force...
    2. (2)A private company is not required to update the branch register or the register of members required to be kept under subsection (1) with any changes in the particulars therein that occurred on or after the date on which...
    3. (3)Until the expiry of the period for which any branch register and register of members is required to be kept under subsection (1) but subject to subsection (2) —(a)sections 190, 191, 192(2), (3) and (4), 194, 195 and 196...
  353. Section 196ETransitional provision on keeping of residential address and contact address of members of private company
  354. Section 197Annual return by companies
    1. (1)Every company, other than a company mentioned in subsection (1A), must lodge a return with the Registrar after its annual general meeting —(a)in the case of a listed company — within 5 months after the end of its financ...
    2. (1A)A company having a share capital and keeping a branch register in any place outside Singapore must lodge a return with the Registrar after its annual general meeting —(a)in the case of a listed company — within 6 months...
    3. (1B)The Registrar may, if the Registrar thinks there are special reasons to do so, extend any period within which a company must lodge a return under subsection (1) or (1A) —(a)upon an application by the company; or(b)in re...
    4. (2)The return mentioned in subsections (1) and (1A) —(a)must be in such form;(b)must contain such particulars and information; and(c)must be accompanied by such documents,as may be prescribed.
    5. (3)The particulars to be contained in, and the documents that are to accompany, the return mentioned in subsection (1) may differ according to the class or description of company prescribed.
    6. (4)If a private company is required under section 175A(4) to hold an annual general meeting for a financial year after it has lodged its annual return for that financial year, the company must lodge a notice of the date on...
    7. (5)[Deleted by Act 15 of 2017]
    8. (6)If a company fails to comply with this section, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $10,000 an...
  355. Section 198Financial year of company
    1. (1)Where a company is incorporated on or after 31 August 2018 —(a)the company’s first financial year starts on the company’s date of incorporation and, subject to subsection (4), ends on the last day of the company’s first...
    2. (2)A company’s first financial year must not be longer than 18 months unless the Registrar on the application of the company otherwise approves.
    3. (3)Where a company was incorporated before 31 August 2018 —(a)the last day of the financial year for the company’s first financial year ending on or after 31 August 2018 is —(i)where the company had, before 31 August 2018,...
    4. (4)Despite subsections (1) and (3), but subject to subsections (5) and (6), a company may by notice lodged with the Registrar in the prescribed form specify a new date as the last day of the company’s financial year to app...
    5. (5)The Registrar’s approval must be obtained if the notice mentioned in subsection (4) —(a)results in a financial year being longer than 18 months; or(b)is lodged less than 5 years after the end of an earlier financial yea...
    6. (6)The notice under subsection (4) cannot specify a new date as the last day of the company’s financial year —(a)after the expiry of the period under section 175 within which an annual general meeting of the company must b...
    7. (7)For the purposes of —(a)subsection (3)(a)(i), where the last day of the financial year of a company as indicated in the last annual return or in the last notification with the Registrar informing the Registrar of the la...
  356. Part 6FINANCIAL STATEMENTS AND AUDIT
  357. Section 199Accounting records and systems of control
    1. (1)Every company must cause to be kept such accounting and other records as will sufficiently explain the transactions and financial position of the company and enable true and fair financial statements and any documents r...
    2. (2)The company must retain the records referred to in subsection (1) for a period of not less than 5 years from the end of the financial year in which the transactions or operations to which those records relate are comple...
    3. (2A)Every public company and every subsidiary company of a public company must devise and maintain a system of internal accounting controls sufficient to provide a reasonable assurance that —(a)assets are safeguarded agains...
    4. (3)The records referred to in subsection (1) must be kept at the registered office of the company or at such other place as the directors think fit and must at all times be open to inspection by the directors.
    5. (4)If accounting and other records are kept by the company at a place outside Singapore there must be sent to and kept at a place in Singapore and be at all times open to inspection by the directors such statements and ret...
    6. (5)The Court may in any particular case order that the accounting and other records of a company be open to inspection by a public accountant acting for a director, but only upon an undertaking in writing given to the Cour...
    7. (6)If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imp...
  358. Section 200[Repealed by Act 36 of 2014]
  359. Section 200A[Repealed by Act 39 of 2007]
  360. Section 201Financial statements and consolidated financial statements
    1. (1)The directors of every company must lay before the company at its annual general meeting the financial statements for the financial year in respect of which the annual general meeting is held.
    2. (2)Subject to subsections (12) to (15A), the financial statements mentioned in subsection (1) must comply with the requirements of the Accounting Standards and give a true and fair view of the financial position and perfor...
    3. (3)[Deleted by Act 15 of 2017]
    4. (4)[Deleted by Act 15 of 2017]
    5. (5)Subject to subsections (12) to (15A), the directors of a company that is a parent company at the end of its financial year need not comply with subsection (1) but must cause to be made out and laid before the company at...
    6. (6)[Deleted by Act 15 of 2017]
    7. (7)The directors must (before the financial statements mentioned in subsection (1) and the balance sheet mentioned in subsection (5)(b) are made out) take reasonable steps —(a)to ascertain what action has been taken in rel...
    8. (8)The financial statements must be duly audited before they are laid before the company at its annual general meeting as required by this section, and the auditor’s report required by section 207 must be attached to or en...
    9. (9)The directors of the company must —(a)take reasonable steps to ensure that the financial statements are audited as required by this Part not less than 14 days before the annual general meeting of the company, unless all...
    10. (10)In subsections (8) and (9), “financial statements”, in relation to a company, means —(a)in the case where the company is not a parent company — the financial statements required to be laid before the company at its annu...
    11. (11)Where at the end of a financial year a company is the subsidiary company of another corporation, the directors of the company must state in, or in a note as a statement annexed to, the financial statements laid before t...
    12. (12)The financial statements or consolidated financial statements of a company need not comply with all or any of the requirements of the Accounting Standards for the purposes of subsection (1) or (5), if the company has ob...
    13. (13)Where financial statements or consolidated financial statements prepared in accordance with any requirement of the Accounting Standards for the purposes of subsection (1) or (5), would not give a true and fair view of a...
    14. (14)In the event of any non‑compliance with a requirement of the Accounting Standards mentioned in subsection (13), there must be included in the financial statements or consolidated financial statements, as the case may be...
    15. (15)The Minister may, by order in the Gazette, in respect of companies of a specified class or description, substitute the whole or any part of other accounting standards specified in the order for the whole or any part of...
    16. (15A)The Minister may, by order in the Gazette, exempt the directors of any company that belongs to a specified class or description of companies, from having to ensure that the company’s financial statements or consolidated...
    17. (16)The financial statements laid before a company at its general meeting (including any consolidated financial statements annexed to the balance sheet of a parent company) must be accompanied, before the auditor reports on...
    18. (17)Any document (other than any financial statements or a balance sheet prepared in accordance with this Act) or advertisement published, issued or circulated by or on behalf of a company (other than a banking corporation)...
    19. (18)The provisions of this Act relating to the form and content of the statement of directors and the annual financial statements apply to a banking corporation with such modifications and exceptions as are determined eithe...
    20. (19)In respect of a company that is registered as a charity or approved as an institution of a public character under the Charities Act 1994, the requirements of this section as to the form and content of a company’s financ...
    21. (20)For the purposes of subsections (1) and (5), a reference to the preceding financial statements includes the profit and loss account, balance sheet and consolidated accounts required to be laid before the company at its...
    22. (21)For the purposes of subsections (1) and (5), a reference to the requirement to lay financial statements before a company includes the laying of the profit and loss account, balance sheet and consolidated accounts prepar...
    23. (22)Subsection (16) does not apply to any company in respect of any financial year which ended before 1 July 2015; and section 201(5) to (8), (11), (12) and (15) in force immediately before that date continues to apply to s...
    24. (23)Without limiting section 197(2), a company referred to in subsection (22) must, when lodging a return with the Registrar under section 197, attach a copy of the report prepared in accordance with section 201(5) in force...
  361. Section 201ACertain dormant companies exempted from duty to prepare financial statements
    1. (1)Subject to subsection (3), the directors of a dormant relevant company are exempt from the requirements of section 201 for a financial year if the requirements set out in subsection (2) are satisfied.
    2. (2)The requirements referred to in subsection (1) are —(a)that the relevant company has been dormant —(i)from the time of its formation; or(ii)since the end of the previous financial year;(b)that the directors of the relev...
    3. (3)A relevant person may by written notice require the directors of a dormant relevant company to comply with any or all of the requirements of section 201 in respect of a financial year but the written notice must be issu...
    4. (4)In subsection (3), “relevant person” means —(a)the Registrar;(b)one or more members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares); or(c)not less than 5% of the...
    5. (5)For the purposes of this section —(a)“relevant company” means a company —(i)which is not a listed company or a subsidiary company of a listed company;(ii)whose total assets at any time during the financial year in quest...
    6. (6)This section does not apply to the directors of any company in respect of a financial year which ended before 3 January 2016 and the directors of such company must prepare the accounts or consolidated accounts for that...
    7. (7)Without limiting section 197(2), a company referred to in subsection (6) must, when lodging a return with the Registrar under section 197, attach a copy of the accounts or consolidated accounts so prepared.
  362. Section 201AARetention of documents laid before company at annual general meeting
    1. (1)Every company must cause to be kept at the company’s registered office, or such other place as the directors think fit —(a)a copy of each of the documents that was laid before the company at its annual general meeting u...
    2. (2)If default is made in complying with subsection (1), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,00...
    3. (3)The Registrar or an authorised officer may at any time require the company to furnish any document kept under subsection (1), and may, without fee or reward, inspect, make copies of or extracts from such document.
    4. (4)Any person who —(a)without lawful excuse, refuses to produce any document required of the person by the Registrar or an authorised officer under subsection (3); or(b)assaults, obstructs, hinders or delays the Registrar...
    5. (5)In this section, “authorised officer” means an officer of the Authority authorised by the Registrar for the purposes of this section.
  363. Section 201BAudit committees
    1. (1)Every listed company must have an audit committee.
    2. (2)An audit committee must be appointed by the directors from among their number (pursuant to a resolution of the board of directors) and must be composed of 3 or more members of whom a majority must not be —(a)executive d...
    3. (3)The members of an audit committee must elect a chairperson from among their number who is not an executive director or employee of the company or any related corporation.
    4. (4)If a member of an audit committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the board of directors must, within 3 months of that event, ap...
    5. (5)The functions of an audit committee are —(a)to review —(i)with the auditor, the audit plan;(ii)with the auditor, the auditor’s evaluation of the system of internal accounting controls;(iii)with the auditor, the auditor’...
    6. (6)The auditor has the right to appear and be heard at any meeting of the audit committee and must appear before the committee when required to do so by the committee.
    7. (7)Upon the request of the auditor, the chairperson of the audit committee must convene a meeting of the committee to consider any matters the auditor believes should be brought to the attention of the directors or shareho...
    8. (8)Each audit committee may regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, product...
    9. (9)Where the directors of a company or of a parent company are required to make a statement under section 201(16) and the company is a listed company, the directors must describe in the statement the nature and extent of t...
    10. (10)[Deleted by Act 36 of 2014]
    11. (11)Any reference in this section to a director who is not an executive director of a company is a reference to a director who is not an employee of, and does not hold any other office of profit in, the company or in any re...
  364. Section 201CWhen directors need not lay financial statements before company
    1. (1)The directors of a private company need not comply with the requirement in section 201 to lay before the company at its annual general meeting financial statements or consolidated financial statements of the company if...
    2. (2)Where the financial statements or consolidated financial statements are not laid before the company at its annual general meeting under subsection (1), the reference in section 207(1) to financial statements required to...
  365. Section 202Relief from requirements as to form and content of financial statements and directors’ statement
    1. (1)The directors of a company may apply to the Registrar in writing for an order relieving them from any requirement of this Act relating to the form and content of financial statements or consolidated financial statements...
    2. (2)The Registrar may, where the Registrar considers it appropriate, make an order in respect of a specified class of companies relieving the directors of a company in that class from compliance with any specified requireme...
    3. (3)The Registrar must not make an order under subsection (1) unless he or she is of the opinion that compliance with the requirements of this Act would render the financial statements or consolidated financial statements o...
    4. (4)The Registrar may make an order under subsection (1) which may be limited to a specific period and may from time to time either on application by the directors or without any such application (in which case the Registra...
  366. Section 202AVoluntary revision of defective financial statements, or consolidated financial statements or balance sheet
    1. (1)Subject to subsection (3), this section applies at any time —(a)in the case where a company need not hold an annual general meeting for a financial year under section 175A — after the financial statements or, in the cas...
    2. (2)Where this section applies, if it appears to the directors of the company that the financial statements or, in the case of a parent company, consolidated financial statements or balance sheet do not comply with the requ...
    3. (3)The revision of the financial statements, or consolidated financial statements or balance sheet (as the case may be), under subsection (2) must be confined to —(a)those aspects in which the financial statements, or cons...
    4. (4)Where the Registrar has given the directors of the company a notice under section 202B(1), the directors may not cause the financial statements, or consolidated financial statements or balance sheet (as the case may be)...
    5. (5)The Minister may make regulations under section 411 in respect of the revision of financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement, including bu...
  367. Section 202BRegistrar’s application to Court in respect of defective financial statements, or consolidated financial statements and balance sheet
    1. (1)If it appears to the Registrar that there is, or may be, a question whether the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet comply with the requirements...
    2. (2)The directors of the company to whom notice under subsection (1) is given must at the end of the period mentioned in subsection (1), or such longer period as the Registrar may allow —(a)give the Registrar an explanation...
    3. (3)If the Registrar is satisfied with the explanation of the financial statements, or consolidated financial statements and balance sheet (as the case may be), mentioned in subsection (2)(a), no further action need be take...
    4. (4)If the Registrar agrees with the directors on the manner in which to revise the financial statements, or consolidated financial statements or balance sheet (as the case may be), referred to in subsection (2)(b), the dir...
    5. (5)The Registrar may apply to Court under subsection (6) if —(a)the Registrar does not receive a response from the directors after giving the notice mentioned in subsection (1);(b)the Registrar is not satisfied with the ex...
    6. (6)An application to Court referred to in subsection (5) may be for —(a)a declaration that the financial statements, or consolidated financial statements or balance sheet (as the case may be), do not comply with the requir...
    7. (7)Where the Court orders the preparation of revised financial statements, or consolidated financial statements or balance sheet, under subsection (6), it may give directions as to —(a)the auditing of the financial stateme...
    8. (8)If the Court finds that the financial statements, or consolidated financial statements or balance sheet (as the case may be), did not comply with the requirements of this Act (including the Accounting Standards), it may...
    9. (9)The provisions of this section apply equally to revised financial statements, or consolidated financial statements or balance sheet (as the case may be), in which case they have effect as if the references to revised fi...
  368. Section 203Members of company entitled to financial statements, etc.
    1. (1)A copy of the financial statements or, in the case of a parent company, a copy of the consolidated financial statements and balance sheet (including every document required by law to be attached thereto), which is duly...
    2. (2)The financial statements, or consolidated financial statements, balance sheet and documents referred to in subsection (1) may be sent less than 14 days before the date of the meeting as required under subsection (1)(a)...
    3. (3)Any member of a company (whether or not entitled to have sent to the member copies of the financial statements, or consolidated financial statements and balance sheet) to whom copies have not been sent and any holder of...
    4. (3A)If default is made in complying with subsection (1) or (3), the company and every officer of the company who is in default shall, unless it is proved that the member or holder of a debenture in question has already made...
    5. (4)In a case referred to in subsection (1)(b), any member or auditor of the company may, by notice to the company not later than 14 days after the day on which the documents referred to in subsection (1) were sent out, req...
    6. (4A)Where a company is not required to hold an annual general meeting because of section 175A(1)(b), any member or auditor of the company may, by notice to the company not later than 14 days after the day on which the docum...
    7. (5)Section 175A(5) applies, with the necessary modifications, to the giving of a notice under subsection (4) or (4A).
    8. (6)The directors of the company must, within 14 days after the date of giving of the notice mentioned in subsection (4) or (4A), convene a meeting for the purpose referred to in that subsection.
    9. (7)If default is made in convening the meeting under subsection (6) —(a)each director in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000; and(b)the Court may, on appli...
  369. Section 203AProvision of summary financial statement to members
    1. (1)Despite section 203 and anything in its constitution, a company may, in such cases as may be specified by regulations and provided all the conditions so specified are complied with, send a summary financial statement in...
    2. (2)Where a company sends to its members a summary financial statement under subsection (1), any member of the company, and any holder of a debenture, entitled to be furnished by the company with a copy of the documents ref...
    3. (3)A summary financial statement need not be sent to any member of the company who does not wish to receive the statement.
    4. (4)Copies of the documents referred to in section 203(1) must be sent to any member of the company who wishes to receive them.
    5. (5)The summary financial statement must be derived from the company’s annual financial statements or consolidated financial statements, and directors’ statement and must be in such form and contain such information as may...
    6. (6)Every summary financial statement must —(a)state that it is only a summary of information in the company’s annual financial statements or consolidated financial statements, and directors’ statement; and(b)contain a stat...
    7. (6A)The directors of the company must ensure that the summary financial statements comply with the requirements referred to in subsections (5) and (6).
    8. (7)If default is made in complying with this section other than subsection (6A) or any regulations made under subsection (9), the company and every officer of the company who is in default shall be guilty of an offence and...
    9. (8)[Deleted by Act 36 of 2014]
    10. (9)The Minister may make regulations to give effect to this section, including making provision as to the manner in which it is to be ascertained whether a member of the company wishes to receive copies of the documents re...
  370. Section 204Penalty
    1. (1)If any director of a company fails to comply with section 201(2) or (5), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000.
    2. (1AA)If any director of a company fails to comply with section 201(16), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
    3. (1A)If any director of a company —(a)fails to comply with any provision of this Division (other than section 201(2), (5) or (16));(b)fails to take all reasonable steps to secure compliance by the company with any such provi...
    4. (2)In any proceedings against a person for failure to take all reasonable steps to comply with, or to secure compliance with, the preceding provisions of this Division relating to the form and content of the financial stat...
    5. (3)If an offence under this section is committed with intent to defraud creditors of the company or creditors of any other person or for a fraudulent purpose, the offender shall be liable on conviction —(a)in the case of a...
    6. (4)A person shall not be sentenced to imprisonment for any offence under this section unless in the opinion of the Court dealing with the case the offence was committed wilfully.
  371. Section 205Appointment and remuneration of auditors
    1. (1)The directors of a company must, within 3 months after incorporation of the company, appoint an accounting entity or accounting entities to be the auditor or auditors of the company, and any auditor or auditors so appoi...
    2. (2)A company must at each annual general meeting of the company appoint an accounting entity or accounting entities to be the auditor or auditors of the company, and any auditor or auditors so appointed hold office, subjec...
    3. (3)Subject to subsections (7) and (8) and section 205AF, the directors may appoint an accounting entity to fill any casual vacancy in the office of auditor of the company, but while such a vacancy continues the surviving o...
    4. (4)An auditor of a company may be removed from office by resolution of the company at a general meeting of which special notice has been given, but not otherwise.
    5. (5)Where special notice of a resolution to remove an auditor is received by a company —(a)it must immediately send a copy of the notice to the auditor concerned and to the Registrar; and(b)the auditor may, within 7 days af...
    6. (6)Unless the Registrar on the application of the company otherwise orders, the company must send a copy of the representations as so requested and the auditor may, without affecting the auditor’s right to be heard orally,...
    7. (7)Where an auditor of a company is removed from office pursuant to subsection (4) at a general meeting of the company —(a)the company may, at the meeting, by a resolution passed by a majority of not less than three‑fourth...
    8. (8)A company must, immediately after the removal of an auditor from office pursuant to subsection (4), give written notice of the removal to the Registrar and, if the company does not appoint another auditor under subsecti...
    9. (9)An auditor appointed pursuant to subsection (7) or (8) must, subject to this section, hold office until the conclusion of the next annual general meeting of the company.
    10. (10)If the directors do not appoint an auditor or auditors as required by this section, the Registrar may on the application in writing of any member of the company make the appointment.
    11. (11)Subject to subsection (7), an accounting entity is not capable of being appointed auditor of a company at an annual general meeting unless it held office as auditor of the company immediately before the meeting or notic...
    12. (12)Where notice of nomination of an accounting entity as an auditor of a company is received by the company whether for appointment at an adjourned meeting under subsection (7) or at an annual general meeting, the company...
    13. (12A)Where a company need not hold an annual general meeting for a financial year because of section 175A(1) and the auditor or auditors of the company is or are to be appointed by a resolution by written means under section...
    14. (13)If, after notice of nomination of an accounting entity as an auditor of a company has been given to the company, the annual general meeting of the company is called for a date 21 days or less after the notice has been g...
    15. (14)[Deleted by Act 36 of 2014]
    16. (15)[Deleted by Act 36 of 2014]
    17. (16)The fees and expenses of an auditor of a company —(a)in the case of an auditor appointed by the company at a general meeting — must be fixed by the company in general meeting or, if so authorised by the members at the l...
    18. (17)If default is made in complying with this section, the company and every director of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
  372. Section 205AAResignation of non‑public interest company auditors
    1. (1)An auditor of a non‑public interest company (other than a company which is a subsidiary company of a public interest company) may resign before the end of the term of office for which the auditor was appointed by giving...
    2. (2)Where a notice of resignation is given under subsection (1), the auditor’s term of office expires —(a)at the end of the day on which notice is given to the company; or(b)if the notice specifies a time on a later day for...
    3. (3)Within 14 days beginning on the date on which a company receives a notice of resignation under subsection (1), the company must lodge with the Registrar a notification of that fact in such form as the Registrar may requ...
    4. (4)In this section and sections 205AB, 205AC and 205AF —
    5. Definition“non‑public interest company” means a company other than a public interest company;
    6. Definition“public interest company” means a company which is listed or in the process of issuing its debt or equity instruments for trading on an approved exchange in Singapore, or such other company as the Minister may prescribe.
  373. Section 205ABResignation of auditor of public interest company or subsidiary company of public interest company
    1. (1)An auditor of a public interest company, or a subsidiary company of a public interest company, may by giving the company a notice of resignation in writing, resign before the end of the term of office for which the audi...
    2. (2)The Registrar must, as soon as practicable after receiving the application from an auditor under subsection (1), notify the auditor and the company whether it consents to the resignation of the auditor.
    3. (3)A statement made by an auditor in an application to the Registrar under subsection (1)(a) or in answer to an inquiry by the Registrar relating to the reasons for the application —(a)is not admissible in evidence in any...
    4. (4)Despite subsection (3), the statement referred to therein may be used in any disciplinary proceedings commenced under the Accountants Act 2004 against the auditor.
    5. (5)The resignation of an auditor of a public interest company, or subsidiary company of a public interest company, takes effect —(a)on the day (if any) specified for the purpose in the notice of resignation;(b)on the day o...
  374. Section 205ACWritten statement to be disseminated unless application to Court made
    1. (1)Where an auditor of a public interest company, or a subsidiary company of a public interest company, gives the company a notice of resignation under section 205AB, the company must within 14 days after receiving the not...
    2. (2)Copies of the written statement need not be sent out if an application is made to the Court within 14 days, beginning on the date on which the company received the written statement, by either the company or any other p...
    3. (3)In the case where an application is made under subsection (2) by —(a)the company — the company must give notice of the application to the auditor of the company; or(b)any other person — that person must give notice of t...
    4. (4)If default is made in complying with subsection (1), the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,0...
  375. Section 205ADCourt may order written statement not to be sent out
    1. (1)This section applies if an application has been made under section 205AC(2) in relation to a written statement given by an auditor.
    2. (2)If the Court is satisfied that the auditor has abused the use of the written statement or is using the written statement to secure needless publicity for any defamatory matter, the Court —(a)must direct that copies of t...
    3. (3)If the Court gives directions under subsection (2)(a), the company must, within 14 days beginning on the date on which the directions are given send a notice setting out the effect of the directions to —(a)every member...
    4. (4)If the Court decides not to grant the application, the company must, within 14 days beginning on the date on which the decision is made or on which the proceedings are discontinued for any reasons —(a)give notice of the...
    5. (5)If default is made in complying with subsection (3) or (4), the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceedi...
  376. Section 205AEPrivilege against defamation
  377. Section 205AFAppointment of new auditor in place of resigning auditor
    1. (1)Subject to subsection (3), if —(a)an auditor of a non‑public interest company (other than a subsidiary company of a public interest company) gives notice of resignation under section 205AA(1); or(b)an auditor of a publi...
    2. (2)If the directors of a company fail to appoint an auditor in place of the auditor who desires to resign or has resigned, the Registrar may, on the application in writing of any member of the company, make the appointment.
    3. (3)Subsections (1) and (2) do not apply if the financial statements of the company are not required to be audited under this Act, or where the resigning auditor is not the sole auditor of the company.
    4. (4)An auditor appointed pursuant to subsection (1) or (2) must, unless the auditor is removed or resigns, hold office until the conclusion of the next annual general meeting of the company.
    5. (5)If default is made in complying with subsection (1), the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,0...
  378. Section 205ACertain companies exempt from obligation to appoint auditors
    1. (1)Despite section 205, a company which is exempt from audit requirements under section 205B or 205C, and its directors, are exempt from section 205(1) or (2), as the case may be.
    2. (2)Where a company ceases to be so exempt, the company must appoint a person or persons to be auditor or auditors of the company at any time before the next annual general meeting; and the auditors so appointed hold office...
    3. (3)If default is made in complying with subsection (2), the company and every director of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
  379. Section 205BDormant company exempt from audit requirements
    1. (1)A company is exempt from audit requirements if —(a)it has been dormant from the time of its formation; or(b)it has been dormant since the end of the previous financial year.
    2. (2)A company is dormant during a period in which no accounting transaction occurs; and the company ceases to be dormant on the occurrence of such a transaction.
    3. (3)For the purpose of subsection (2), transactions of a company arising from any of the following are to be disregarded:(a)the taking of shares in the company by a subscriber to the constitution pursuant to an undertaking...
    4. (4)Where a company is, at the end of a financial year, exempt from audit requirements under subsection (1) —(a)the copies of the financial statements or consolidated financial statements and balance sheet of the company to...
    5. (5)Where a company which is exempt from audit requirements under subsection (1) ceases to be dormant, it thereupon ceases to be so exempt; but it remains so exempt in relation to accounts for the financial year in which it...
    6. (6)Any member or members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares) or any class of those shares (excluding treasury shares), or not less than 5% of the total n...
    7. (7)Where a notice is given under subsection (6), the company is not entitled to the exemption under subsection (1) in respect of the financial year to which the notice relates.
    8. (8)In this section, “accounting transaction” means a transaction the accounting or other record of which is required to be kept under section 199(1).
  380. Section 205CSmall company exempt from audit requirements
    1. (1)Subject to subsections (3), (4) and (6), a company that is a small company in respect of a financial year is exempt from audit requirements for that financial year.
    2. (2)Section 205B(4), (6) and (7) applies, with the necessary modifications, to a small company so exempt.
    3. (3)Subsection (1) does not apply to a parent company unless the parent company —(a)is a small company; and(b)is part of a small group.
    4. (4)Subsection (1) does not apply to a subsidiary company unless the subsidiary company —(a)is a small company; and(b)is part of a small group.
    5. (5)In this section, “small company” and “small group” have the meanings given in the Thirteenth Schedule.
    6. (6)This section does not apply to a company with respect to its financial statements for a financial year commencing before 1 July 2015 and such a company must prepare its accounts or consolidated accounts and its director...
    7. (7)Without limiting section 197(2), a company mentioned in subsection (6) must, when lodging a return with the Registrar under section 197, attach a copy of the accounts or consolidated accounts so prepared.
  381. Section 205DRegistrar may require company exempt from audit requirements to lodge audited financial statements
  382. Section 206Auditors’ remuneration
    1. (1)If a company is served with a notice sent by or on behalf of —(a)at least 5% of the total number of members of the company; or(b)the holders in aggregate of not less than 5% of the total number of issued shares of the c...
    2. (1A)Without affecting subsection (1), a public company must, under prescribed circumstances, undertake a review of the fees, expenses and emoluments of its auditor to determine whether the independence of the auditor has be...
    3. (2)If default is made in complying with this section, the company and every director of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
  383. Section 207Powers and duties of auditors as to reports on financial statements
    1. (1)An auditor of a company must report to the members —(a)on the financial statements required to be laid before the company in general meeting and on the company’s accounting and other records relating to those financial...
    2. (1A)A report by an auditor of a company under subsection (1) must be furnished by the auditor to the directors of the company in sufficient time to enable the company to comply with the requirements of section 203(1) in rel...
    3. (2)An auditor must, in a report under this section, state —(a)whether the financial statements and, if the company is a parent company for which consolidated financial statements are prepared, the consolidated financial st...
    4. (3)It is the duty of an auditor of a company to form an opinion as to each of the following matters:(a)whether the auditor has obtained all the information and explanations that the auditor required;(b)whether proper accou...
    5. (4)An auditor is not required to form an opinion in the auditor’s report as to whether the accounting and other records of subsidiary corporations (which are not incorporated in Singapore) of a Singapore parent company hav...
    6. (5)An auditor of a company has a right of access at all times to the accounting and other records, including registers, of the company, and is entitled to require from any officer of the company and any auditor of a compan...
    7. (6)An auditor of a parent company for which consolidated financial statements are required has a right of access at all times to the accounting and other records, including registers, of any subsidiary corporation, and is...
    8. (7)The auditor’s report must be attached to or endorsed on the financial statements or consolidated financial statements and must, if any member so requires, be read before the company in general meeting and must be open t...
    9. (8)An auditor of a company or an agent authorised by the auditor in writing for the purpose is entitled to attend any general meeting of the company and to receive all notices of, and other communications relating to, any...
    10. (9)If an auditor, in the course of the performance of such duties as auditor of a company, is satisfied that —(a)there has been a breach or non‑observance of any of the provisions of this Act; and(b)the circumstances are s...
    11. (9A)Despite subsection (9), if an auditor of a public company or a subsidiary corporation of a public company, in the course of the performance of the auditor’s duties as such, has reason to believe that a serious offence i...
    12. (9B)No duty to which an auditor of a company may be subject is to be regarded as having been contravened by reason of the auditor reporting the matter mentioned in subsection (9A) in good faith to the Minister.
    13. (9C)An auditor who is under a legal duty under any other written law to make a report to the Monetary Authority of Singapore in relation to an offence involving fraud or dishonesty that the auditor becomes aware of in the c...
    14. (9D)In subsection (9A), “a serious offence involving fraud or dishonesty” means —(a)an offence that is punishable by imprisonment for a term that is not less than 2 years; and(b)the value of the property obtained or likely...
    15. (10)The following persons are guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000:(a)any officer of a company who refuses or fails without lawful excuse to allow an auditor of the company a...
    16. (11)The reference to the registers of —(a)a company in subsection (5);(b)a subsidiary corporation of a parent company in subsection (6); or(c)a corporation in subsection (10),does not include any register kept by the compan...
  384. Section 208Auditors and other persons to enjoy qualified privilege in certain circumstances
    1. (1)An auditor shall not, in the absence of malice on the auditor’s part, be liable to any action for defamation at the suit of any person in respect of any statement which the auditor makes in the course of the auditor’s d...
    2. (2)A person shall not, in the absence of malice on the person’s part, be liable to any action for defamation at the suit of any person in respect of the publication of any document prepared by an auditor in the course of t...
    3. (3)This section does not limit or affect any other right, privilege or immunity that an auditor or other person has as defendant in an action for defamation.
  385. Section 208AProvisions indemnifying auditors
    1. (1)Any provision, whether in the constitution or in any contract with a company or otherwise, for exempting any auditor of the company from, or indemnifying the auditor against, any liability which by law would otherwise a...
    2. (2)This section does not prevent a company from indemnifying such auditor against any liability incurred or that will be incurred by the auditor —(a)in defending any proceedings (whether civil or criminal) in which judgmen...
  386. Section 209Duties of auditors to trustee for debenture holders
    1. (1)The auditor of a borrowing corporation must within 7 days after furnishing the corporation with any financial statements or any report, certificate or other document which the auditor is required by this Act or by the d...
    2. (2)Where, in the performance of the auditor’s duties as auditor of a borrowing corporation, the auditor becomes aware of any matter which is in the auditor’s opinion relevant to the exercise and performance of the powers a...
    3. (3)If any person fails to comply with subsection (2), the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
  387. Section 209AInterpretation of this Part
    1. Definition“balance sheet”, in relation to a company, means the balance sheet, by whatever name called, prepared in accordance with the Accounting Standards;
    2. Definition“consolidated financial statements” has the meaning given by the Accounting Standards;
    3. Definition“consolidated total assets” —(a)in the case where consolidated financial statements are prepared in relation to a group — are determined in accordance with the accounting standards applicable to the group; or(b)in the c...
    4. Definition“directors’ statement” means the statement of the directors mentioned in section 201(16);
    5. Definition“entity” means an entity that is referred to in the Accounting Standards in relation to the preparation of financial statements and the requirements for the preparation of financial statements;
    6. Definition“financial statements” means the financial statements of a company required to be prepared by the Accounting Standards;
    7. Definition“group” has the meaning given by the Accounting Standards;
    8. Definition“parent company” means a company that is required under the Accounting Standards to prepare financial statements in relation to a group;
    9. Definition“subsidiary company” means a company that is a subsidiary as defined in the Accounting Standards;
    10. Definition“subsidiary corporation” means a corporation that is a subsidiary as defined in the Accounting Standards;
    11. Definition“ultimate parent corporation” means a corporation which is a parent but is not a subsidiary, within the meaning of the Accounting Standards.
  388. Section 209B[Repealed by Act 5 of 2004]
  389. Part 7ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS
  390. Section 210Power to compromise with creditors, members and holders of units of shares
    1. (1)Where a compromise or an arrangement is proposed between —(a)a company and its creditors or any class of them;(b)a company and its members or any class of them; or(c)a company and holders of units of shares of the compa...
    2. (2)The persons referred to in subsection (1) are —(a)in the case of a company being wound up — the liquidator; and(b)in any other case —(i)the company; or(ii)any creditor, member or holder of units of shares of the company.
    3. (3)A meeting held pursuant to an order made under subsection (1) may be adjourned from time to time if the resolution for the adjournment is approved by a majority in number representing three‑fourths in value of —(a)the c...
    4. (3AA)If the conditions set out in subsection (3AB) are satisfied, a compromise or an arrangement is binding —(a)in the case of a company in the course of being wound up, on the liquidator and contributories of the company, a...
    5. (3AB)The conditions referred to in subsection (3AA) are as follows:(a)unless the Court orders otherwise, a majority in number of —(i)the creditors or class of creditors;(ii)the members or class of members; or(iii)the holders...
    6. (3A)[Deleted by Act 40 of 2018]
    7. (4)The Court may grant its approval to a compromise or arrangement subject to such alterations or conditions as it thinks just.
    8. (4A)[Deleted by Act 40 of 2018]
    9. (5)An order under subsection (3AB)(c) has no effect until a copy of the order is lodged with the Registrar, and upon being so lodged, the order takes effect on and from the date of lodgment or such earlier date as the Cour...
    10. (6)Subject to subsection (7), a copy of every order made under subsection (3AB)(c) must be annexed to every copy of the constitution of the company issued after the order has been made.
    11. (7)The Court may, by order, exempt a company from compliance with the requirements of subsection (6) or determine the period during which the company must so comply.
    12. (8)Where any such compromise or arrangement (whether or not for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any 2 or more companies) has been pro...
    13. (9)Every company which makes default in complying with subsection (6) or (8) and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
    14. (10)Where no order has been made or resolution passed for the winding up of a company and any such compromise or arrangement has been proposed between the company and its creditors or any class of such creditors, the Court...
    15. (10A)Where the terms of any compromise or arrangement approved under this section provides for any money or other consideration to be held by or on behalf of any party to the compromise or arrangement in trust for any person...
    16. (10B)The Official Receiver must —(a)deal with any moneys received under subsection (10A) as if the moneys were paid to the Official Receiver under section 197 of the Insolvency, Restructuring and Dissolution Act 2018; and(b)...
    17. (11)In this section —
    18. Definition“arrangement” includes a reorganisation of the share capital of a company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both these methods;
    19. Definition“company” means any corporation liable to be wound up under the Insolvency, Restructuring and Dissolution Act 2018;
    20. Definition“holder of units of shares” does not include a person who holds units of shares only beneficially.
  391. Section 211Information as to compromise with creditors, members and holders of units of shares of company
    1. (1)Where a meeting is summoned under section 210, there must —(a)with every notice summoning the meeting which is sent to a creditor, member or holder of units of shares of the company — be sent also a statement explaining...
    2. (2)Where the compromise or arrangement affects the rights of debenture holders, the statement must give the like explanation with respect to the trustee for the debenture holders as, under subsection (1), a statement is re...
    3. (3)Where a notice given by advertisement includes a notification that copies of such a statement can be obtained, every creditor, member or holder of units of shares of the company entitled to attend the meeting must on ma...
    4. (4)Each director and each trustee for debenture holders must give notice to the company of such matters relating to the director or the trustee as may be necessary for the purposes of this section within 7 days of the rece...
    5. (5)Where default is made in complying with any requirement of this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not excee...
    6. (6)For the purpose of subsection (5), the liquidator of the company and any trustee for debenture holders are deemed to be officers of the company.
    7. (7)Despite subsection (5), a person shall not be liable under that subsection if the person shows that the default was due to the refusal of any other person, being a director or trustee for debenture holders, to supply th...
  392. Section 211A[Repealed by Act 40 of 2018]
  393. Section 211B[Repealed by Act 40 of 2018]
  394. Section 211C[Repealed by Act 40 of 2018]
  395. Section 211D[Repealed by Act 40 of 2018]
  396. Section 211E[Repealed by Act 40 of 2018]
  397. Section 211F[Repealed by Act 40 of 2018]
  398. Section 211G[Repealed by Act 40 of 2018]
  399. Section 211H[Repealed by Act 40 of 2018]
  400. Section 211I[Repealed by Act 40 of 2018]
  401. Section 211J[Repealed by Act 40 of 2018]
  402. Section 212Approval of compromise or arrangement by Court
    1. (1)Where an application is made to the Court under this Part or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 for the approval of a compromise or arrangement and it is shown to the Court that the com...
    2. (1A)[Deleted by Act 40 of 2018]
    3. (2)Where an order made under this section provides for the transfer of property or liabilities, then by virtue of the order that property is transferred to and vests in, and those liabilities are transferred to and become...
    4. (3)Where an order is made under this section, every company in relation to which the order is made must lodge within 7 days of the making of the order —(a)a copy of the order with the Registrar; and(b)where the order relat...
    5. (4)No vesting order, referred to in this section, has any effect or operation in transferring or otherwise vesting land until the appropriate entries are made with respect to the vesting of that land by the appropriate aut...
    6. (5)In this section —
    7. Definition“liabilities” includes duties;
    8. Definition“property” includes property, rights and powers of every description.
    9. (6)In this section, “company” means any corporation liable to be wound up under the Insolvency, Restructuring and Dissolution Act 2018.
  403. Section 213[Repealed by S 675/2001]
  404. Section 214[Repealed by S 675/2001]
  405. Section 215Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority
    1. (1)Where a scheme or contract involving the transfer of all of the shares or all of the shares in any particular class in a company (called in this section the transferor company) to a person (called in this section the tr...
    2. (1A)Where alternative terms were offered to the shareholders, a dissenting shareholder is entitled to elect not later than the end of one month after the date on which the notice is given under subsection (1), or 14 days af...
    3. (1B)In offering alternative terms to the shareholders, the transferee must state which of those terms is to apply to the acquisition of the shares of a dissenting shareholder where the dissenting shareholder fails to make t...
    4. (1C)In determining whether the scheme or contract has been approved by the holders of the requisite number of the shares, or shares of any particular class, under subsection (1) —(a)shares that are issued after the date of...
    5. (1D)In subsection (1C)(b), “relevant treasury shares” means —(a)shares that are held by the transferor company as treasury shares on the date of the offer; or(b)shares that become shares held by the transferor company as tr...
    6. (1E)To avoid doubt, where the requisite percentage in subsection (1) of the total number of shares for the approval of an offer in that subsection has been reached, any subsequent issue of shares pursuant to the exercise of...
    7. (2)Where a transferee has given notice to any dissenting shareholder that it desires to acquire the dissenting shareholder’s shares, the dissenting shareholder is entitled to require the transferor company by a written dem...
    8. (3)Where, pursuant to any such scheme or contract, shares in a transferor company are transferred to a transferee or its nominee and those shares together with any other shares in the transferor company held by the transfe...
    9. (3A)In subsection (3), for the purpose of calculating whether 90% of the total number of shares are held by the transferee, shares held by the transferor company as treasury shares are to be treated as having been acquired...
    10. (4)Where a notice has been given by the transferee under subsection (1) and the Court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee must, after the expiration of one...
    11. (5)Any sums received by the transferor company under this section must be paid into a separate bank account, and any such sums and any other consideration so received must be held by the transferor company in trust for the...
    12. (6)Where any money or other consideration is held in trust by a company for any person under this section, the company holding the money or other consideration may, after the expiration of 2 years and must before the expir...
    13. (7)The Official Receiver must —(a)deal with any moneys received under subsection (6) as if the moneys were paid to the Official Receiver under section 197 of the Insolvency, Restructuring and Dissolution Act 2018; and(b)se...
    14. (8)In this section, a dissenting shareholder includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer the shareholder’s shares to the transferee in acc...
    15. (8A)To avoid doubt, a reference in subsection (8) to a shareholder includes one whose shares are issued pursuant to the exercise of an option or right mentioned in subsection (1C)(a), after the offer mentioned in subsection...
    16. (8AA)In this section and sections 215AA and 215AB, “shares” includes units of shares.
    17. (8AB)In this section and section 215AB, “shareholders” includes holders of units of shares but does not include a person who holds units of shares only beneficially.
    18. (8AC)In this section, “register of members” includes any records kept by or with respect to the transferor company of the names and addresses of holders of units of shares.
    19. (8B)Nothing in the definition of “shares” in subsection (8AA) is to be read as requiring any securities to be treated —(a)as shares of the same class as those into which they are convertible or for which the holder is entit...
    20. (9)For the purposes of this section, shares held or acquired —(a)by a nominee on behalf of the transferee; or(b)by a related corporation of the transferee or by a nominee of that related corporation,are to be treated as he...
    21. (9A)In addition to subsection (9), in respect of an offer made on or after the date of commencement of section 10(a) of the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023, shares held or acq...
    22. (10)The reference in subsection (1) to shares already held by the transferee includes a reference to shares which the transferee has contracted to acquire but is not to be construed as including shares which are the subject...
    23. (11)Where, during the period within which an offer for the transfer of shares to the transferee can be approved, the transferee acquires or contracts to acquire any of the shares whose transfer is involved but otherwise tha...
    24. (12)For the purposes of subsection (9A)(d), a body corporate is controlled by a transferee or person mentioned in paragraph (a), (b) or (c) of subsection (9A) if —(a)the transferee or person (as the case may be) is entitled...
  406. Section 215AAJoint offers
    1. (1)In the case of a scheme involving an offer to acquire all of the shares in a company, or all of the shares in any particular class in a company, by 2 or more persons jointly (called in this section the joint transferees...
    2. (2)The conditions for the exercise of the rights conferred by section 215(1) are satisfied —(a)in the case of acquisitions of shares by virtue of acceptances of the offer — by the joint transferees acquiring or uncondition...
    3. (3)The conditions for the exercise of the rights conferred by section 215(3) are satisfied —(a)in the case of acquisitions of shares by virtue of acceptances of the offer — by the joint transferees acquiring or uncondition...
    4. (4)Subject to this section, the rights and obligations of the transferee under section 215 are respectively joint rights and joint and several obligations of the joint transferees.
    5. (5)Subject to subsection (6), any notice or other document given or sent by or to the joint transferees under section 215 is complied with if the notice or document is given or sent by or to any of them.
    6. (6)The notice required to be given by the joint transferees under section 215(1) and (3) must be made by all of the joint transferees and, where one or more of them is a company, signed by a director of that company.
  407. Section 215ABEffect of impossibility, etc., of communicating or accepting offer made under scheme or contract
    1. (1)Where there are holders of shares in a company to whom an offer to acquire shares in the company is not communicated, that does not prevent the offer from being an offer made under a scheme or contract for the purposes...
    2. (2)Where an offer is made to acquire shares in a company and there are persons for whom, by reason of the law of a country or territory outside Singapore, it is impossible to accept the offer, or more difficult to do so, t...
    3. (3)It is not to be inferred —(a)that an offer which is not communicated to every holder of shares in the company cannot be an offer made under a scheme or contract for the purposes of section 215 unless the requirements of...
  408. Section 215AAmalgamations
  409. Section 215BAmalgamation proposal
    1. (1)An amalgamation proposal must contain the terms of an amalgamation under section 215A and, in particular —(a)the name of the amalgamated company;(b)the registered office of the amalgamated company;(c)the full name of ev...
    2. (2)An amalgamation proposal may specify the date on which the amalgamation is intended to become effective.
    3. (3)If shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal —(a)must provide for the cancellation of those shares without payment or the pr...
    4. (4)A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.
    5. (5)For the purposes of subsection (1)(a), the name of the amalgamated company may be —(a)the name of one of the amalgamating companies; or(b)a new name that has been reserved under section 27(12B).
  410. Section 215CManner of approving amalgamation proposal
    1. (1)An amalgamation proposal must be approved —(a)subject to the constitution of each amalgamating company, by the members of each amalgamating company by special resolution at a general meeting; and(b)by any other person,...
    2. (2)The board of directors of each amalgamating company must, before the general meeting mentioned in subsection (1)(a) —(a)resolve that the amalgamation is in the best interest of the amalgamating company;(b)make a solvenc...
    3. (3)Every director who votes in favour of the resolution and the making of the statements mentioned in subsection (2) must sign a declaration stating —(a)that, in his or her opinion, the conditions specified in subsection (...
    4. (4)The board of directors of each amalgamating company must send to every member of the amalgamating company, not less than 21 days before the general meeting mentioned in subsection (1)(a) —(a)a copy of the amalgamation p...
    5. (5)The directors of each amalgamating company must, not less than 21 days before the general meeting mentioned in subsection (1)(a) —(a)send a copy of the amalgamation proposal to every secured creditor of the amalgamating...
    6. (6)Any director who contravenes subsection (3) shall be guilty of an offence.
  411. Section 215DShort form amalgamation
    1. (1)A company (called in this subsection the amalgamating holding company) and one or more of its wholly‑owned subsidiaries (called in this subsection the amalgamating subsidiary company) may amalgamate and continue as one...
    2. (2)Two or more wholly‑owned subsidiary companies of the same corporation may amalgamate and continue as one company without complying with sections 215B and 215C if the members of each amalgamating company, by special reso...
    3. (3)The directors of each amalgamating company must, not less than 21 days before the general meeting mentioned in subsection (1) or (2) (as the case may be) give written notice of the proposed amalgamation to every secured...
    4. (4)The resolution mentioned in subsection (1) or (2) (as the case may be) is deemed to be an amalgamation proposal that has been approved.
    5. (5)The board of directors of each amalgamating company must, before the commencement of the general meeting mentioned in subsection (1) or (2) (as the case may be), make a solvency statement in relation to the amalgamated...
    6. (6)Every director who votes in favour of the making of the solvency statement mentioned in subsection (5) must sign a declaration stating —(a)that, in the director’s opinion, the conditions specified in section 215J(1)(a)...
    7. (7)Any director who contravenes subsection (6) shall be guilty of an offence.
    8. (8)A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.
  412. Section 215ERegistration of amalgamation
    1. (1)For the purpose of effecting an amalgamation, the following documents must be filed with the Registrar, in the prescribed form with such particulars as may be required in the form, together with payment of the prescribe...
    2. (2)Where the amalgamated company is a new company —(a)section 19(1)(a) and (c) is deemed to have been complied with if, and only if, subsection (1) has been complied with; and(b)the reference to a person named in the const...
  413. Section 215FNotice of amalgamation, etc.
    1. (1)Upon the receipt of the relevant documents and fees, the Registrar must —(a)if the amalgamated company is the same as one of the amalgamating companies — issue a notice of amalgamation in such form as the Registrar may...
    2. (2)Where an amalgamation proposal specifies a date on which the amalgamation is intended to become effective, and that date is the same as or later than the date on which the Registrar receives the relevant documents and f...
    3. (3)The Registrar must, as soon as practicable after the effective date of an amalgamation, remove the amalgamating companies, other than the amalgamated company, from the register.
    4. (4)Upon the application of the amalgamated company and payment of the prescribed fee, the Registrar must issue to the amalgamated company a certificate of confirmation of amalgamation.
  414. Section 215GEffect of amalgamations
  415. Section 215HPower of Court in certain cases
    1. (1)If the Court is satisfied that giving effect to an amalgamation proposal would unfairly prejudice a member or creditor of an amalgamating company or a person to whom an amalgamating company is under an obligation, it ma...
    2. (2)An order may be made under subsection (1) on such terms or conditions as the Court thinks fit.
  416. Section 215ISolvency statement in relation to amalgamating company and offence for making false statement
    1. (1)For the purposes of section 215C(2)(b), “solvency statement”, in relation to an amalgamating company, means a statement by the board of directors of the amalgamating company that it has formed the opinion —(a)that, as r...
    2. (2)The solvency statement —(a)if the amalgamating company is exempt from audit requirements under section 205B or 205C, must be in the form of a written declaration; or(b)if the amalgamating company is not such a company,...
    3. (3)In forming an opinion for the purposes of subsection (1)(a) and (b), the directors must take into account all liabilities of the amalgamating company (including contingent liabilities).
    4. (4)In determining, for the purposes of subsection (1)(b), whether the value of the amalgamating company’s assets is or will become less than the value of its liabilities (including contingent liabilities), the board of dir...
    5. (5)In determining, for the purposes of subsection (4), the value of a contingent liability, the board of directors of the amalgamating company may take into account —(a)the likelihood of the contingency occurring; and(b)an...
    6. (6)Any director of an amalgamating company who votes in favour of or otherwise causes a solvency statement under this section to be made without having reasonable grounds for the opinions expressed in it shall be guilty of...
  417. Section 215JSolvency statement in relation to amalgamated company and offence for making false statement
    1. (1)In sections 215C(2)(c) and 215D(5), “solvency statement”, in relation to an amalgamated company, means a written declaration by the board of directors of each amalgamating company that it has formed the opinion —(a)that...
    2. (2)In forming an opinion for the purposes of subsection (1)(a) and (b), the directors must take into account all liabilities of the amalgamated company (including contingent liabilities).
    3. (3)In determining, for the purposes of subsection (1)(b), whether the value of the amalgamated company’s assets will become less than the value of its liabilities (including contingent liabilities), the board of directors...
    4. (4)In determining, for the purposes of subsection (3), the value of a contingent liability, the board of directors of each amalgamating company may take into account —(a)the likelihood of the contingency occurring; and(b)a...
    5. (5)Any director of an amalgamating company who votes in favour of or otherwise causes a solvency statement under this section to be made without having reasonable grounds for the opinions expressed in it shall be guilty of...
  418. Section 215KTransfer of money or other consideration paid under terms of amalgamation to Official Receiver
    1. (1)Where the terms of any amalgamation proposal that is approved under section 215C, or is deemed to be approved under section 215D, provide for any money or other consideration to be held by or on behalf of any party to t...
    2. (2)The Official Receiver must —(a)deal with any moneys received under subsection (1) as if the moneys were paid to the Official Receiver under section 197 of the Insolvency, Restructuring and Dissolution Act 2018; and(b)se...
  419. Section 216Personal remedies in cases of oppression or injustice
    1. (1)Any member or holder of a debenture of a company or, in the case of a declared company under Part 9, the Minister, may apply to the Court for an order under this section on the ground —(a)that the affairs of the company...
    2. (2)If on such application the Court is of the opinion that either of such grounds is established the Court may, with a view to bringing to an end or remedying the matters complained of, make such order as it thinks fit and...
    3. (3)Where an order that the company be wound up is made pursuant to subsection (2)(f), the provisions of the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of a company apply, with such adapta...
    4. (4)Where an order under this section makes any alteration in or addition to any company’s constitution, then, despite anything in any other provision of this Act, but subject to the provisions of the order, the company con...
    5. (5)A copy of any order made under this section must be lodged by the applicant with the Registrar within 14 days after the making of the order.
    6. (6)Any person who fails to comply with subsection (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
    7. (7)This section applies to a person who is not a member of a company but to whom shares in the company have been transmitted by operation of law as it applies to members of a company; and references to a member or members...
  420. Section 216ADerivative or representative actions
    1. (1)In this section and section 216B, “complainant” means —(a)any member of a company;(b)the Minister, in the case of a declared company under Part 9; or(c)any other person who, in the discretion of the Court, is a proper p...
    2. (2)Subject to subsection (3), a complainant may apply to the Court for permission to bring an action or arbitration in the name and on behalf of the company or intervene in an action or arbitration to which the company is...
    3. (3)No action or arbitration may be brought and no intervention in an action or arbitration may be made under subsection (2) unless the Court is satisfied that —(a)the complainant has given 14 days’ notice to the directors...
    4. (4)Where a complainant on an application can establish to the satisfaction of the Court that it is not expedient to give notice as required in subsection (3)(a), the Court may make such interim order as it thinks fit pendi...
    5. (5)In granting permission under this section, the Court may make such orders or interim orders as it thinks fit in the interests of justice, including (but not limited to) the following:(a)an order authorising the complain...
    6. (6)Where the action has been commenced or is to be brought in the State Courts, an application for permission under subsection (2) must be made in a District Court.
  421. Section 216BEvidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A
    1. (1)An application made or an action brought or intervened in under section 216A must not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the company has been or may...
    2. (2)An application made or an action brought or intervened in under section 216A must not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the Court given upon such terms as the...
    3. (3)In an application made or an action brought or intervened in under section 216A, the Court may at any time order the company to pay to the complainant interim costs, including legal fees and disbursements, but the compl...
  422. Part 8PART 8
  423. Section 217[Repealed by Act 40 of 2018]
  424. Section 218[Repealed by Act 40 of 2018]
  425. Section 219[Repealed by Act 40 of 2018]
  426. Section 220[Repealed by Act 40 of 2018]
  427. Section 221[Repealed by Act 40 of 2018]
  428. Section 222[Repealed by Act 40 of 2018]
  429. Section 223[Repealed by Act 40 of 2018]
  430. Section 224[Repealed by Act 40 of 2018]
  431. Section 225[Repealed by Act 40 of 2018]
  432. Section 226[Repealed by Act 40 of 2018]
  433. Section 227[Repealed by Act 40 of 2018]
  434. Part 8APART 8A
  435. Section 227AA[Repealed by Act 40 of 2018]
  436. Section 227A[Repealed by Act 40 of 2018]
  437. Section 227B[Repealed by Act 40 of 2018]
  438. Section 227C[Repealed by Act 40 of 2018]
  439. Section 227D[Repealed by Act 40 of 2018]
  440. Section 227E[Repealed by Act 40 of 2018]
  441. Section 227F[Repealed by Act 40 of 2018]
  442. Section 227G[Repealed by Act 40 of 2018]
  443. Section 227H[Repealed by Act 40 of 2018]
  444. Section 227HA[Repealed by Act 40 of 2018]
  445. Section 227I[Repealed by Act 40 of 2018]
  446. Section 227J[Repealed by Act 40 of 2018]
  447. Section 227K[Repealed by Act 40 of 2018]
  448. Section 227L[Repealed by Act 40 of 2018]
  449. Section 227M[Repealed by Act 40 of 2018]
  450. Section 227N[Repealed by Act 40 of 2018]
  451. Section 227O[Repealed by Act 40 of 2018]
  452. Section 227P[Repealed by Act 40 of 2018]
  453. Section 227Q[Repealed by Act 40 of 2018]
  454. Section 227R[Repealed by Act 40 of 2018]
  455. Section 227S[Repealed by Act 40 of 2018]
  456. Section 227T[Repealed by Act 40 of 2018]
  457. Section 227U[Repealed by Act 40 of 2018]
  458. Section 227V[Repealed by Act 40 of 2018]
  459. Section 227W[Repealed by Act 40 of 2018]
  460. Section 227X[Repealed by Act 40 of 2018]
  461. Part 9INVESTIGATIONS
  462. Section 228Application of this Part
  463. Section 229Interpretation
    1. Definition“company” includes a foreign company which is a declared company;
    2. Definition“declared company” means a company or foreign company which the Minister has by order declared to be a company to which this Part applies;
    3. Definition“officer or agent”, in relation to a corporation, includes —(a)a director, banker, solicitor or auditor of the corporation;(b)a person who at any time —(i)has been a person referred to in paragraph (a); or(ii)has been o...
  464. Section 230Power to declare company or foreign company
  465. Section 231Appointment of inspectors for declared companies
    1. (1)Where a company or foreign company has been declared to be a company to which this Part applies, the Minister must appoint one or more inspectors to investigate the affairs of that company, and to report his or her opin...
    2. (2)An inspector appointed under subsection (1) may, at any time in the course of the inspector’s investigation, without the necessity of making an interim report, inform the Minister of matters coming to the inspector’s kn...
    3. (3)The expenses of and incidental to an investigation of a declared company must be defrayed in the first instance out of moneys provided by Parliament.
    4. (4)Where the Minister is of the opinion that the whole or any part of the expenses of and incidental to the investigation should be paid by the company or by any person who is convicted on a prosecution brought under secti...
    5. (5)A notification under subsection (4) may specify the time or times and the manner in which the payment of the expenses must be made.
    6. (6)Where a notification has been published by the Minister under subsection (5), the persons named in the notification to the extent therein specified shall be liable to reimburse the Minister in respect of such expenses.
    7. (7)Action to recover any such expenses may be taken in the name of the Government in any court of competent jurisdiction.
    8. (8)Where a notification under subsection (4) has been published for the payment of the whole or part of the expenses by a company and the company is in liquidation or subsequently goes into liquidation the expenses so orde...
    9. (9)The report of the inspector may if the inspector thinks fit, and must, if the Minister so directs, include a recommendation as to the terms of the notification which the inspector thinks proper in the light of the inspe...
  466. Section 232Investigation of affairs of company by inspectors at direction of Minister
    1. (1)The Minister may appoint one or more inspectors to investigate the affairs of a company or such aspects of the affairs of a company as are specified in the instrument of appointment and to report thereon in such manner...
    2. (2)An application under this section must be supported by such evidence as the Minister requires as to the reasons for the application and the motives of the applicants in requiring the investigation, and the Minister may...
  467. Section 233As to reports of inspectors
    1. (1)An inspector appointed by the Minister may, and if so directed by the Minister must, make interim reports to the Minister and on the conclusion of the investigation the inspector must report the inspector’s opinion on o...
    2. (1A)Subject to subsections (1B) and (1C), the Minister must give a copy of a report made under this Part to each person to whom in the opinion of the Minister the report ought to be given by reason that it relates to the af...
    3. (1B)The Minister is not bound to furnish a company, an applicant or any other person with a copy of the report or any part thereof if the Minister is of the opinion that there is good reason for not divulging the contents o...
    4. (1C)Subject to subsection (1D), the Minister must not give a copy of a report made under this Part to a person under subsection (1A) if the Minister believes that legal proceedings that have been or, in the Minister’s opini...
    5. (1D)A court before which legal proceedings are brought against a person for or in respect of matters dealt with in a report under this Part may order that a copy of the report or part thereof must be given to that person.
    6. (2)The Minister may, if he or she is of the opinion that it is necessary in the public interest to do so, cause the report to be printed and published but must refrain from so doing if the Attorney‑General has certified in...
    7. (3)If from any report of an inspector appointed by the Minister it appears to the Minister that the case is one in which a prosecution ought to be instituted, the Minister must cause a prosecution to be instituted accordin...
    8. (4)If from any report of an inspector appointed by the Minister it appears to the Minister that proceedings ought in the public interest to be brought by any company dealt with by the report for the recovery of damages in...
  468. Section 234[Repealed by Act 13 of 1987]
  469. Section 235Investigation of affairs of related corporation
  470. Section 236Procedure and powers of inspector
    1. (1)If an inspector appointed to investigate the affairs of a company thinks it necessary for the purposes of the investigation to investigate also the affairs of any other corporation which is or has at any relevant time b...
    2. (2)Every officer and agent of a corporation the affairs of which are being investigated under this Part must, if required by an inspector appointed under this Part, produce to the inspector all books and documents in the o...
    3. (3)An inspector may, by notice in the prescribed form, require any officer or agent of any corporation whose affairs are being investigated pursuant to this Part to appear for examination on oath or affirmation (which the...
    4. (4)An inspector who, pursuant to this section, requires the production of all books and documents in the custody or power or under the control of an officer or agent of any corporation whose affairs are being investigated...
    5. (4A)If an inspector has reasonable grounds for believing that a director or past director of the company or of a corporation which is or has at any time been deemed to be or to have been related to that company by virtue of...
    6. (5)If any officer or agent of any corporation, the affairs of which are being investigated pursuant to this Part, fails to comply with the requirements of any notice issued under subsection (3) or fails or refuses to answe...
    7. (6)No person, who is or has formerly been an officer or agent of a corporation the affairs of which are being investigated under this Part, is entitled to refuse to answer any question which is relevant or material to the...
    8. (7)Subject to subsection (6), any person is entitled to refuse to answer a question on the ground that the answer might tend to incriminate him or her.
    9. (8)An inspector may cause notes of any examination under this Part to be recorded and reduced to writing and to be read to or by and signed by the person examined and any such signed notes may except in the case of any ans...
  471. Section 237As to costs of investigations
    1. (1)The expenses of and incidental to an investigation by an inspector appointed pursuant to sections 232 and 243 (including the costs of any proceedings brought by the Minister in the name of the company), must be paid by...
    2. (2)Despite subsection (1) —(a)if the company fails to pay the whole or any part of the sum which it is so liable to pay, the applicants must make good the deficiency up to the amount by which the security given by them und...
  472. Section 238Report of inspector to be admissible in evidence
  473. Section 239Powers of inspector in relation to a declared company
    1. (1)An inspector of a declared company may employ such persons as the inspector considers necessary and in writing authorise any such person to do anything the inspector could himself or herself do, except to examine on oat...
    2. (2)Any officer or agent of a corporation who —(a)refuses or fails to produce any book or document to any person who produces a written authority of an inspector given pursuant to subsection (1); or(b)refuses or fails to an...
  474. Section 240Suspension of actions and proceedings by declared company
    1. (1)On and after the appointment of an inspector in respect of any declared company until the expiration of 3 months after the inspector has presented the inspector’s final report to the Minister, no action or proceeding ma...
    2. (2)Any action or proceeding which is commenced or proceeded with in contravention of this section is void and of no effect.
  475. Section 241Winding up of company
    1. (1)An application to the Court —(a)in the case of a company — for the winding up of the company; or(b)in the case of a foreign company — for the winding up so far as the assets of the company in Singapore are concerned of...
    2. (2)Where, in the case of a foreign company, on any application under subsection (1) an order is made for the affairs of the company so far as assets in Singapore are concerned to be wound up in Singapore the company must n...
  476. Section 242Penalties
    1. (1)Any person who, with intent to defeat the purposes of this Part or to delay or obstruct the carrying out of an investigation under this Part —(a)destroys, conceals or alters any book, document or record of or relating t...
    2. (2)If in any prosecution for an offence under this section it is proved that the person charged with the offence —(a)has destroyed, concealed or altered any book, document or record of or relating to the company; or(b)has...
  477. Section 243Appointment and powers of inspectors to investigate ownership of company
    1. (1)Where it appears to the Minister that there is good reason to do so, the Minister may appoint one or more inspectors to investigate and report on the membership of any corporation, whether or not it is a declared compan...
    2. (2)The appointment of an inspector under this section may define the scope of the inspector’s investigation, whether as respects the matters or the period to which it is to extend or otherwise, and in particular may limit...
    3. (3)Where an application for an investigation under this section with respect to particular shares or debentures of a corporation is made to the Minister by members of the corporation, and the number of applicants or the am...
    4. (4)Subject to the terms of an inspector’s appointment, the inspector’s powers extend to the investigation of any circumstances suggesting the existence of an arrangement or understanding which, though not legally binding,...
    5. (5)For the purposes of any investigation under this section, the provisions of this Part with respect to the investigation of declared companies apply with the necessary modifications of references to the affairs of the co...
  478. Section 244Power to require information as to persons interested in shares or debentures
    1. (1)Where it appears to the Minister that there is good reason to investigate the ownership of any shares in or debentures of a corporation and that it is unnecessary to appoint an inspector for the purpose, the Minister ma...
    2. (2)For the purposes of this section, a person is deemed to have an interest in a share or debenture if the person has any right to acquire or dispose of the share or debenture or any interest therein or to vote in respect...
    3. (3)Any person who fails to give any information required of the person under this section, or who in giving any such information makes any statement which the person knows to be false in a material particular, or recklessl...
    4. (4)This section applies to a banking corporation but nothing therein requires, subject to the provisions of the Banking Act 1970, disclosure by a banking corporation to the Minister of any information as to the affairs of...
    5. (5)The Minister may by notification in the Gazette delegate his or her powers under this section either generally or in any particular case to a committee of an approved exchange that has been approved by the Minister unde...
    6. (6)A committee of an approved exchange or any body, panel or committee mentioned in subsection (5) in the discharge of its powers under that subsection must keep the Minister informed of any information obtained under this...
    7. (7)Despite any delegation of the Minister’s powers under this section, the Minister may exercise any of the powers conferred upon the Minister under this section.
  479. Section 245Power to impose restrictions on shares or debentures
    1. (1)Where in connection with an investigation under section 243 or 244 it appears to the Minister that there is difficulty in finding out the relevant facts about any shares, whether issued or to be issued, the Minister may...
    2. (2)Any order of the Minister directing that shares will cease to be subject to the restrictions mentioned in subsection (1) which is expressed to be made with a view to permitting a transfer of those shares may continue th...
    3. (3)Where any shares are for the time being subject to any restrictions mentioned in subsection (1), any person who —(a)having knowledge that the shares are subject to any such restrictions, exercises or purports to exercis...
    4. (4)Where shares in any company are issued in contravention of the restrictions imposed pursuant to subsection (1), the company and every officer of the company who is in default shall be guilty of an offence and shall be l...
    5. (5)A prosecution must not be instituted under this section except with the consent of the Public Prosecutor.
    6. (6)This section applies in relation to debentures as it applies in relation to shares.
  480. Section 246Inspectors appointed in other countries
  481. Part 10DISSOLUTION
  482. Section 247[Repealed by Act 40 of 2018]
  483. Section 248[Repealed by Act 40 of 2018]
  484. Section 249[Repealed by Act 40 of 2018]
  485. Section 250[Repealed by Act 40 of 2018]
  486. Section 251[Repealed by Act 40 of 2018]
  487. Section 252[Repealed by Act 40 of 2018]
  488. Section 253[Repealed by Act 40 of 2018]
  489. Section 254[Repealed by Act 40 of 2018]
  490. Section 255[Repealed by Act 40 of 2018]
  491. Section 256[Repealed by Act 40 of 2018]
  492. Section 257[Repealed by Act 40 of 2018]
  493. Section 258[Repealed by Act 40 of 2018]
  494. Section 259[Repealed by Act 40 of 2018]
  495. Section 260[Repealed by Act 40 of 2018]
  496. Section 261[Repealed by Act 40 of 2018]
  497. Section 262[Repealed by Act 40 of 2018]
  498. Section 263[Repealed by Act 40 of 2018]
  499. Section 264[Repealed by Act 40 of 2018]
  500. Section 265[Repealed by Act 40 of 2018]
  501. Section 266[Repealed by Act 40 of 2018]
  502. Section 267[Repealed by Act 40 of 2018]
  503. Section 268[Repealed by Act 40 of 2018]
  504. Section 269[Repealed by Act 40 of 2018]
  505. Section 270[Repealed by Act 40 of 2018]
  506. Section 271[Repealed by Act 40 of 2018]
  507. Section 272[Repealed by Act 40 of 2018]
  508. Section 273[Repealed by Act 40 of 2018]
  509. Section 274[Repealed by Act 40 of 2018]
  510. Section 275[Repealed by Act 40 of 2018]
  511. Section 276[Repealed by Act 40 of 2018]
  512. Section 277[Repealed by Act 40 of 2018]
  513. Section 278[Repealed by Act 40 of 2018]
  514. Section 279[Repealed by Act 40 of 2018]
  515. Section 280[Repealed by Act 40 of 2018]
  516. Section 281[Repealed by Act 40 of 2018]
  517. Section 282[Repealed by Act 40 of 2018]
  518. Section 283[Repealed by Act 40 of 2018]
  519. Section 284[Repealed by Act 40 of 2018]
  520. Section 285[Repealed by Act 40 of 2018]
  521. Section 286[Repealed by Act 40 of 2018]
  522. Section 287[Repealed by Act 40 of 2018]
  523. Section 288[Repealed by Act 40 of 2018]
  524. Section 289[Repealed by Act 40 of 2018]
  525. Section 290[Repealed by Act 40 of 2018]
  526. Section 291[Repealed by Act 40 of 2018]
  527. Section 292[Repealed by Act 40 of 2018]
  528. Section 293[Repealed by Act 40 of 2018]
  529. Section 294[Repealed by Act 40 of 2018]
  530. Section 295[Repealed by Act 40 of 2018]
  531. Section 296[Repealed by Act 40 of 2018]
  532. Section 297[Repealed by Act 40 of 2018]
  533. Section 298[Repealed by Act 40 of 2018]
  534. Section 299[Repealed by Act 40 of 2018]
  535. Section 300[Repealed by Act 40 of 2018]
  536. Section 301[Repealed by Act 40 of 2018]
  537. Section 302[Repealed by Act 40 of 2018]
  538. Section 303[Repealed by Act 40 of 2018]
  539. Section 304[Repealed by Act 40 of 2018]
  540. Section 305[Repealed by Act 40 of 2018]
  541. Section 306[Repealed by Act 40 of 2018]
  542. Section 307[Repealed by Act 40 of 2018]
  543. Section 308[Repealed by Act 40 of 2018]
  544. Section 309[Repealed by Act 40 of 2018]
  545. Section 310[Repealed by Act 40 of 2018]
  546. Section 311[Repealed by Act 40 of 2018]
  547. Section 312[Repealed by Act 40 of 2018]
  548. Section 313[Repealed by Act 40 of 2018]
  549. Section 314[Repealed by Act 40 of 2018]
  550. Section 315[Repealed by Act 40 of 2018]
  551. Section 316[Repealed by Act 40 of 2018]
  552. Section 317[Repealed by Act 40 of 2018]
  553. Section 318[Repealed by Act 40 of 2018]
  554. Section 319[Repealed by Act 40 of 2018]
  555. Section 320[Repealed by Act 40 of 2018]
  556. Section 321[Repealed by Act 40 of 2018]
  557. Section 322[Repealed by Act 40 of 2018]
  558. Section 322A[Repealed by Act 40 of 2018]
  559. Section 323[Repealed by Act 40 of 2018]
  560. Section 324[Repealed by Act 40 of 2018]
  561. Section 325[Repealed by Act 40 of 2018]
  562. Section 326[Repealed by Act 40 of 2018]
  563. Section 327[Repealed by Act 40 of 2018]
  564. Section 328[Repealed by Act 40 of 2018]
  565. Section 329[Repealed by Act 40 of 2018]
  566. Section 330[Repealed by Act 40 of 2018]
  567. Section 331[Repealed by Act 40 of 2018]
  568. Section 332[Repealed by Act 40 of 2018]
  569. Section 333[Repealed by Act 40 of 2018]
  570. Section 334[Repealed by Act 40 of 2018]
  571. Section 335[Repealed by Act 40 of 2018]
  572. Section 336[Repealed by Act 40 of 2018]
  573. Section 337[Repealed by Act 40 of 2018]
  574. Section 338[Repealed by Act 40 of 2018]
  575. Section 339[Repealed by Act 40 of 2018]
  576. Section 340[Repealed by Act 40 of 2018]
  577. Section 341[Repealed by Act 40 of 2018]
  578. Section 342[Repealed by Act 40 of 2018]
  579. Section 343[Repealed by Act 40 of 2018]
  580. Section 344Power of Registrar to strike defunct company off register
    1. (1)Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, the Registrar may send to the company, and its directors, secretaries and members, a letter to that...
    2. (1A)Without limiting subsection (1), in determining whether there is reasonable ground to believe that a company is not carrying on business, the Registrar may have regard to such circumstances as may be prescribed.
    3. (2)Unless the Registrar receives an answer within one month from the date of the letter to the effect that the company is carrying on business or is in operation, the Registrar may publish in the Gazette and send to the co...
    4. (3)If in any case where a company is being wound up the Registrar has reasonable cause to believe that —(a)no liquidator is acting;(b)the affairs of the company are fully wound up and for a period of 6 months the liquidato...
    5. (4)At the expiration of the time mentioned in the notice, the Registrar may, unless cause to the contrary is previously shown, strike the name of the company off the register, and must publish notice thereof in the Gazette...
    6. (5)If any person feels aggrieved by the name of the company having been struck off the register, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck o...
    7. (6)A notice to be sent under this section to a liquidator may be addressed to the liquidator at the liquidator’s last known place of business, and a letter or notice to be sent under this section to a company may be addres...
    8. (7)The Registrar must ensure that —(a)such particulars of the company mentioned in subsection (1) and of the Registrar’s belief that the company is not carrying on business or is not in operation, as the Registrar may dete...
  581. Section 344AStriking off on application by company
    1. (1)The Registrar may, on the application by a company, strike the company’s name off the register on such grounds and subject to such conditions as may be prescribed.
    2. (2)An application under subsection (1) is to be made on the company’s behalf by its directors or by a majority of them.
    3. (3)Upon receipt of the application, the Registrar must, if satisfied that the grounds and conditions (if any) referred to in subsection (1) have been satisfied, send to the company and its directors, secretaries and member...
    4. (4)The Registrar may not strike a company’s name off the register under this section until after the expiration of 60 days after the publication by the Registrar in the Gazette of a notice —(a)stating that the Registrar in...
    5. (5)If no person shows cause or sufficient cause within the period referred to in subsection (4)(b) as to why the name of the company should not be struck off the register, the Registrar must strike off the name of the comp...
    6. (6)On the publication of the notice in the Gazette under subsection (5), the company is dissolved.
    7. (7)Despite the dissolution of the company under subsection (6) —(a)the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved; and(b)nothing in...
    8. (8)The Registrar must ensure that —(a)such particulars of the company and of the application mentioned in subsection (1), as the Registrar may determine, is sent to —(i)the Inland Revenue Authority of Singapore established...
    9. (9)The Registrar may, for the purposes of this section, send notices to the company by ordinary post or in such other prescribed manner.
  582. Section 344BWithdrawal of application
    1. (1)The applicant or applicants may, by written notice to the Registrar, withdraw an application to strike a company’s name off the register under section 344A at any time before the name of the company has been struck off...
    2. (2)Upon receipt of the notice mentioned in subsection (1), the Registrar must —(a)send to the company by ordinary post a notice that the application to strike the company’s name off the register has been withdrawn; and(b)p...
  583. Section 344CObjections to striking off
    1. (1)Where a notice is given or published by the Registrar under section 344(2) or 344A(4) of the Registrar’s intention to strike the company’s name off the register, any person may deliver, not later than the date specified...
    2. (2)An objection to the striking the name of the company off the register mentioned in subsection (1) must be given to the Registrar by notice in the prescribed form and manner.
    3. (3)Upon receipt of a notice of objection, which is made in the prescribed form and manner, within the time referred to in subsection (1), the Registrar —(a)must where applicable, give the applicant or applicants for striki...
  584. Section 344DApplication for administrative restoration to register
    1. (1)Subject to such conditions as may be prescribed, an application may be made to the Registrar to restore to the register the name of a company whose name has been struck off the register by the Registrar under section 34...
    2. (2)An application under this section may be made whether or not the company has in consequence been dissolved.
    3. (3)An application under this section may only be made by a former director or former member of the company.
    4. (4)An application under this section is not valid unless the application is received by the Registrar within 6 years after the date on which the company is dissolved.
  585. Section 344ERegistrar’s decision on application for administrative restoration
    1. (1)The Registrar must give notice to the applicant of the decision on an application under section 344D.
    2. (2)If the Registrar’s decision is that the name of the company should be restored to the register —(a)the restoration takes effect as from the date that notice is sent; and(b)the Registrar must —(i)enter in the register a...
    3. (3)The notice under subsection (2)(b)(ii) must state —(a)the name of the company or, if the company is restored to the register under a different name, that name and its former name;(b)the company’s registration number; an...
    4. (4)If the Registrar’s decision is that the name of the company should not be restored to the register, the person who made the application under section 344D or any other person aggrieved by the decision of the Registrar m...
    5. (5)On an appeal made under subsection (4), the Court may —(a)confirm the Registrar’s decision; or(b)restore the name of the company to the register and give such directions and make such orders as the Court is empowered to...
  586. Section 344FRegistrar may restore company deregistered by mistake
    1. (1)The Registrar may, on his or her own initiative, restore the name of a company to the register if the Registrar is satisfied that the name of the company has been struck off the register and the company is dissolved und...
    2. (2)In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong, false or misleading information given by the applicant in connection with the application for striking...
    3. (3)The Registrar may restore the name of a company to the register by publishing in the Gazette and on the Authority’s website a notice declaring the restoration, and the restoration takes effect on the date of publication...
  587. Section 344GEffect of restoration
    1. (1)If the name of a company is restored to the register under section 344E(2) or 344F, or on appeal to the Court under section 344E(5), the company is to be regarded as having continued in existence as if its name had not...
    2. (2)The company and its directors are not liable to a penalty under section 204 for a financial year in relation to which the period for filing its financial statements and other related statements ended —(a)after the date...
    3. (3)On the application by any person, the Court may give such directions and make such orders, as it seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had...
    4. (4)An application to the Court for such directions or orders may be made any time within 3 years after the date of restoration of the name of the company to the register.
  588. Section 344HRetention of books and papers upon striking off
    1. (1)Where the name of a company has been struck off and the company dissolved under section 344 or 344A, a person who was an officer of the company immediately before the company was dissolved must ensure that all books and...
    2. (2)An officer of a company who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
  589. Section 345[Repealed by Act 40 of 2018]
  590. Section 346[Repealed by Act 40 of 2018]
  591. Section 347[Repealed by Act 40 of 2018]
  592. Section 348[Repealed by Act 40 of 2018]
  593. Section 349[Repealed by Act 40 of 2018]
  594. Section 350[Repealed by Act 40 of 2018]
  595. Section 351[Repealed by Act 40 of 2018]
  596. Section 352[Repealed by Act 40 of 2018]
  597. Section 353[Repealed by Act 40 of 2018]
  598. Section 354[Repealed by Act 40 of 2018]
  599. Section 354A[Repealed by Act 40 of 2018]
  600. Section 354B[Repealed by Act 40 of 2018]
  601. Section 354C[Repealed by Act 40 of 2018]
  602. Part 10ATRANSFER OF REGISTRATION
  603. Section 355Foreign corporate entities to which this Part applies
  604. Section 356Interpretation of this Part
    1. Definition“date of registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means the date of registration of the foreign corporate entity specifie...
    2. Definition“foreign corporate entity” means a body corporate that is incorporated outside Singapore;
    3. Definition“notice of transfer of registration” means the notice of transfer of registration issued under section 359(3);
    4. Definition“place of incorporation” means, in the case of a foreign corporate entity that had transferred its domicile after its incorporation, the jurisdiction where the foreign corporate entity is domiciled at the time it applie...
    5. Definition“registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and “register” and “r...
  605. Section 357Names of companies to be registered under this Part
    1. (1)A foreign corporate entity which intends to be registered as a company limited by shares under this Act must apply to reserve the name of the intended company.
    2. (2)Section 27 applies to and in respect of an application under subsection (1) as if it were an application to reserve the name of an intended company under that section.
    3. (3)A foreign corporate entity must not be registered under section 359(1) unless the name which it is proposed to be registered has been reserved under section 27, as applied by subsection (2).
  606. Section 358Application for registration
    1. (1)A foreign corporate entity may apply to the Registrar to be registered as a company limited by shares under this Act.
    2. (2)An application under subsection (1) —(a)must be made in such form and manner, and contain such particulars, as may be prescribed; and(b)must be accompanied by —(i)a certified copy of the charter, statute, constitution o...
    3. (3)The Registrar may require an applicant to furnish to the Registrar such further information or documents as the Registrar may require.
  607. Section 359Registration
    1. (1)Subject to section 360, upon compliance by the foreign corporate entity with section 358, the Registrar may, if the Registrar thinks fit, register the foreign corporate entity as a company limited by shares by registeri...
    2. (2)The registration of the foreign corporate entity is subject to such conditions that the Registrar may impose.
    3. (3)Upon registration of the foreign corporate entity, the Registrar must issue a notice of transfer of registration in the prescribed form stating that the company is, on and from the date specified in the notice —(a)regis...
    4. (4)A certificate of confirmation of registration must be issued by the Registrar upon the application of the company.
    5. (5)A notice of transfer of registration issued under subsection (3), and a certificate of confirmation of registration issued under subsection (4), is each conclusive evidence —(a)that the foreign corporate entity is regis...
    6. (6)A foreign corporate entity registered under this section must, within 60 days after the issue of the notice of transfer of registration under subsection (3), or such further period as may be extended under subsection (7...
    7. (7)The Registrar may, on the application of the foreign corporate entity registered under this section, extend the 60‑day period mentioned in subsection (6) subject to such conditions as the Registrar considers fit.
    8. (8)The Registrar may, at any time in the Registrar’s discretion, waive or modify any condition imposed by the Registrar under subsection (2).
    9. (9)Any person aggrieved by —(a)the refusal of the Registrar to register a foreign corporate entity under subsection (1);(b)any condition of registration imposed by the Registrar under subsection (2); or(c)the modification...
  608. Section 360When registration must be refused
    1. (1)The Registrar must refuse to register a foreign corporate entity if the Registrar is not satisfied that the minimum requirements prescribed for registration have been met and that all other requirements for registration...
    2. (2)The Registrar must refuse to register a foreign corporate entity if the Registrar is satisfied that —(a)the intended company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welf...
    3. (3)Any person aggrieved by the decision of the Registrar under subsection (1) or (2) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final.
  609. Section 361Effect of registration
    1. (1)Starting on the date of registration specified in the notice of transfer of registration —(a)the foreign corporate entity is deemed to be a company as defined in section 4(1) and all provisions of this Act pertaining to...
    2. (2)To avoid doubt, the registration of a foreign corporate entity does not —(a)create a new legal entity;(b)prejudice or affect the identity of the body corporate constituted by the foreign corporate entity or its continui...
  610. Section 362Revocation of registration
    1. (1)The Registrar may by order revoke the registration of a company if the company fails to comply with section 359(6).
    2. (2)The Registrar must, before making an order of revocation —(a)give the company written notice of the Registrar’s intention to revoke the registration;(b)specify in the notice a period of at least 30 days within which the...
    3. (3)At the expiration of the time mentioned in the notice mentioned in subsection (2), the Registrar may, unless cause to the contrary is previously shown, order that the registration of the company be revoked.
    4. (4)The Registrar must —(a)cause a notice of the order of revocation to be published in the Gazette; and(b)serve a copy of the notice of the order of revocation on the company which registration is revoked.
    5. (5)Upon publication of the notice of the order of revocation in the Gazette, the order of revocation takes effect and the company ceases to be a company as defined in section 4(1) and the provisions of this Act cease to ap...
    6. (6)An order of revocation under subsection (3) is final.
    7. (7)Despite the order of revocation in respect of a company under subsection (3), the liability (if any) of every officer and member of the company continues.
    8. (8)Nothing in this section prejudices —(a)the enforcement by any person of any right or claim against the company; or(b)the enforcement by the company of any right or claim against any person.
  611. Section 363Duty of company to register pre‑existing charges
    1. (1)If, before the registration of a foreign corporate entity, there are any charges, whether created by the foreign corporate entity or otherwise, which would have been required to be registered under Division 8 of Part 4...
    2. (2)Documents and particulars required to be lodged for registration under subsection (1) may be lodged by the company concerned or by any person interested in the documents.
    3. (3)Where registration under subsection (1) is effected by some person other than the company concerned, that person is entitled to recover from the company the amount of any fees properly paid by the person for the registr...
    4. (4)If default is made in complying with subsection (1), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,00...
    5. (5)To avoid doubt, a failure to comply with subsection (1) does not affect the continuity of status, operation or effect of any security, right, priority or obligation of the charge.
    6. (6)The Court, on being satisfied —(a)that the omission to register a charge requiring registration under subsection (1), or that the omission or mis‑statement of any particular with respect to such charge, was accidental o...
    7. (7)In respect of any charge that is required to be lodged under subsection (1), sections 134, 135, 136 and 138 apply as if the charge were a charge to which Division 8 of Part 4 applied.
  612. Section 364Duties of company with respect to issue of certificates
    1. (1)Within 60 days after the date of registration of the company, the company must complete and have ready for delivery appropriate certificates in respect of all persons registered as holders of existing shares or debentur...
    2. (2)Upon the delivery of the certificates to the holders of existing shares or debentures under subsection (1), all prior certificates in respect of such shares or debentures cease to be operative and cease to have any vali...
    3. (3)Any share warrant, stating that the bearer of the warrant is entitled to the shares specified in the warrant and enabling the shares to be transferred by delivery of the warrant, that had been issued by the foreign corp...
    4. (4)If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may...
  613. Section 364ARegulations
  614. Part 11VARIOUS TYPES OF COMPANIES, ETC.
  615. Section 365Foreign companies to which this Division applies
  616. Section 366Interpretation of this Division
    1. (1)In this Division, unless the contrary intention appears —
    2. Definition“authorised representative”, in relation to a foreign company, means —(a)in the case of a foreign company registered before 3 January 2016 — the agent of the foreign company as defined by this section in force immediate...
    3. Definition“carrying on business” —(a)includes the administration, management or otherwise dealing with property situated in Singapore as an agent, a legal personal representative, or a trustee, whether by employees or agents or o...
    4. (2)Despite subsection (1), a foreign company is not to be regarded as carrying on business in Singapore for the reason only that in Singapore it —(a)is or becomes a party to any action or suit or any administrative or arbi...
  617. Section 367Power of foreign companies to hold immovable property
  618. Section 368Documents, etc., to be lodged by foreign companies having place of business in Singapore
    1. (1)Every foreign company must, before it establishes a place of business or commences to carry on business in Singapore, lodge with the Registrar for registration —(a)the name of the foreign company and the address of the...
    2. (2)Any document required to be served under this Act on a director or an authorised representative of a foreign company is sufficiently served if addressed to the director or authorised representative and left at or sent b...
    3. (3)The following must be made available for inspection at the registered office of the foreign company during the hours in which the registered office of the company is accessible to the public:(a)a copy of the memorandum...
    4. (4)Subsection (1) applies to a foreign company which was not registered under the repealed written laws but which, immediately before 29 December 1967, had a place of business or was carrying on business in Singapore and,...
  619. Section 368ADuty of directors and authorised representatives to provide information to foreign company
    1. (1)A director must give the foreign company any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previ...
    2. (2)An authorised representative must give the foreign company —(a)any information the company needs to comply with section 370(4) as soon as practicable but not later than 14 days after his or her initial appointment, unle...
    3. (3)Despite subsection (1) or (2), a director or an authorised representative must, subject to subsection (4), if requested by the foreign company, give the company any information referred to in section 368(1)(d) or (e) fo...
    4. (4)The director or authorised representative mentioned in subsection (3) must furnish the information to the foreign company as soon as practicable but not later than 14 days after receipt of a written request for such inf...
    5. (5)A director or an authorised representative who is bound to comply with a requirement under this section and fails to do so shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 a...
  620. Section 368BSaving and transitional provisions for existing particulars of directors and authorised representatives before 3 January 2016
    1. (1)If a foreign company, whether incorporated before, on or after 3 January 2016 —(a)has lodged the name and particulars of one or more directors with the Registrar as a director or directors (as the case may be) of the fo...
    2. (2)For the purposes of subsection (1) —(a)the address lodged with the Registrar in respect of a director under section 368(1)(c) in force immediately before 3 January 2016 is to be treated as the director’s residential add...
  621. Section 369Power to refuse registration of a foreign company in certain circumstances
    1. (1)Despite anything in this Act or any rule of law, the Registrar must refuse to register a company under this Division if the Registrar is satisfied that the foreign company is being used or is likely to be used for an un...
    2. (2)A foreign company aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final.
  622. Section 370As to registered office and authorised representatives of foreign companies
    1. (1)A foreign company must have a registered office in Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 5 hours between the hours of 9...
    2. (2)An authorised representative, until he or she ceases to be such in accordance with subsection (5) —(a)continues to be the authorised representative of the company;(b)is answerable for the doing of all such acts, matters...
    3. (3)A foreign company or its authorised representative may lodge with the Registrar a notice in the prescribed form stating that the authorised representative has ceased to be the authorised representative or will cease to...
    4. (4)On the appointment of a new authorised representative, the company must lodge a notice mentioned in section 368(1)(e) and a consent statement in respect of the new authorised representative with the Registrar.
    5. (5)Subject to subsections (6) and (7), the authorised representative in respect of whom the notice under subsection (3) has been lodged ceases to be an authorised representative on the expiration of a period of 21 days aft...
    6. (6)Where the authorised representative in respect of whom the notice under subsection (3) has been lodged is the sole authorised representative of a foreign company —(a)the foreign company must appoint another authorised r...
    7. (7)Where a foreign company’s sole authorised representative dies, the company must, within 21 days after the death of the authorised representative, appoint another authorised representative.
  623. Section 370ATransitional provision for contact address of director or authorised representative of foreign company
    1. (1)Where a director or authorised representative of a foreign company (who is an individual) maintained an alternate address with the Registrar under this Act immediately before the commencement date, that address is taken...
    2. (2)Where a director or authorised representative of a foreign company (who is an individual) did not maintain an alternate address with the Registrar under this Act immediately before the commencement date, the individual’...
    3. (3)An individual’s contact address mentioned in subsection (1) or (2) is deemed, for the purposes of section 372(1)(ca), to be a particular lodged with the Registrar under section 368(1).
    4. (4)Subsection (5) applies to a notice or information required to be lodged or given under section 368(1)(d) or (e), 368A(1), (2)(a), (3) or (4) or 370(4) (as the case may be), relating to a director or authorised represent...
    5. (5)Where the notice or information mentioned in subsection (4) is lodged or given on or after the commencement date, the notice or information must provide the information required under section 368 as in force when the no...
    6. (6)In this section, “commencement date” means the date of commencement of section 47 of the ACRA (Registry and Regulatory Enhancements) Act 2024.
  624. Section 371Transitory provisions
    1. (1)On the registration of a foreign company under this Division, the Registrar must issue a notice in the prescribed form and the notice is prima facie evidence in all courts of the particulars mentioned in the notice.
    2. (2)Upon the application of the foreign company that has been duly registered and payment of the prescribed fee, the Registrar must issue to the foreign company a certificate confirming the particulars mentioned in the noti...
  625. Section 372Return to be filed where documents, etc., altered
    1. (1)Where any change or alteration is made in —(a)the charter, statutes, constitution, memorandum or articles of the foreign company or other instrument lodged with the Registrar;(b)the directors of the foreign company;(c)t...
    2. (1A)A director or an authorised representative of a foreign company must lodge with the Registrar a notice of the director’s or authorised representative’s new residential address within 30 days after the date of change.
    3. (1B)Where the director or authorised representative mentioned in subsection (1) has changed his or her residential address and has made a report of the change under section 10 of the National Registration Act 1965, the dire...
    4. (1C)If default is made by any director or authorised representative of a foreign company in complying with subsection (1A), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $...
    5. (2)[Deleted by Act 36 of 2014]
    6. (3)[Deleted by Act 36 of 2014]
    7. (4)If any order is made by a court under any law in force in the country in which a foreign company is incorporated which corresponds to section 210 of this Act or section 71 of the Insolvency, Restructuring and Dissolutio...
  626. Section 373Financial statements
    1. (1)Subject to this section, a foreign company must lodge with the Registrar, within the time specified in subsection (3), financial statements made up to the end of its last financial year together with a declaration in th...
    2. (2)In subsection (1), “financial statements” means —(a)in the case where the foreign company’s shares are listed for quotation on an approved exchange in Singapore or a securities exchange in a country or territory outside...
    3. (3)The financial statements mentioned in subsection (1) must be lodged —(a)in the case where the foreign company is required by the law for the time being in force in the place of the foreign company’s incorporation to tab...
    4. (4)The Registrar may, if the Registrar is of the opinion that the financial statements mentioned in subsection (1) do not sufficiently disclose the foreign company’s financial position, require the company —(a)to lodge fin...
    5. (5)Subsection (4) does not authorise the Registrar to require —(a)financial statements to contain any particulars; or(b)the company to annex, attach or to send any documents,that would not be required to be furnished if th...
    6. (6)The foreign company must comply with the requirements set out in the notice under subsection (4).
    7. (7)In addition to the financial statements required to be lodged with the Registrar under subsections (1), (3) and (4), a foreign company must lodge with the Registrar within the time specified in subsection (3) the follow...
    8. (7A)A foreign company which lodges with the Registrar a duly audited profit and loss account under subsection (7)(b) must ensure that, insofar as is practicable, the profit and loss account complies with the requirements of...
    9. (8)For the purpose of subsection (7A), the foreign company is entitled to make such apportionments of expenses incurred in connection with operations or administration affecting both Singapore and elsewhere and to add such...
    10. (9)A foreign company which is dormant in Singapore may, in lieu of satisfying the requirements of subsection (7), lodge with the Registrar —(a)an unaudited statement showing its assets used in and liabilities arising out o...
    11. (10)The Registrar may, on application by a foreign company and payment of the prescribed application fee, extend the period referred to in subsection (3) within which the company is required to comply with any or all of the...
    12. (11)A statement and profit and loss account is deemed to have been duly audited for the purposes of subsection (7) if it is accompanied by a report by an accounting entity appointed to provide auditing services in respect o...
    13. (12)The Registrar may, upon the written application of a foreign company, waive the requirement of a foreign company to lodge the documents referred to in subsection (7)(a), (b) and (c) if the Registrar is satisfied that —(...
    14. (13)The Registrar may, upon the application of a foreign company, make an order —(a)relieving the foreign company from complying with any requirement relating to the form and content of the financial statements mentioned in...
    15. (13A)The Registrar may, upon the application of a foreign company, make an order relieving the foreign company from any requirement relating to audit or the form and content of the documents referred to in subsection (7) or...
    16. (14)The Registrar may make the order mentioned in subsection (13) or (13A) unconditionally or subject to the condition that the foreign company comply with such other requirements relating to audit or the form and content o...
    17. (15)The Registrar must not make an order under subsection (13) or (13A) unless the Registrar is of the opinion that compliance with the requirements of this section would render the documents misleading or inappropriate to...
    18. (16)The Registrar may make an order under subsection (13) or (13A) which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.
    19. (17)Without affecting subsections (12), (13), (13A) and (14), the Minister may, by order in the Gazette, in respect of foreign companies of a specified class or description —(a)substitute other accounting standards for the...
    20. (18)If default is made by a foreign company in complying with this section, other than subsection (7A) —(a)the company; and(b)every director or equivalent person, and every authorised representative of the company, who know...
    21. (18A)If default is made by a foreign company in complying with subsection (7A) —(a)the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000; and(b)every director or equival...
    22. (19)For the purposes of this section —(a)a foreign company is dormant in Singapore during a period in which no accounting transaction arising out of its operations in Singapore occurs; and the company ceases to be dormant o...
  627. Section 374Return to be filed on keeping of registers of foreign company
  628. Section 375Obligation to state name of foreign company, whether limited, and country where incorporated
    1. (1)A foreign company must —(a)[Deleted by Act 36 of 2014](b)cause its name and the place where it is formed or incorporated to be stated in legible romanised letters on all its bill‑heads and letter paper and in all its no...
    2. (2)Where the name of a foreign company is indicated on any of the documents referred to in subsection (1) in characters or in any other way than by the use of romanised letters, this section relating to the statement of it...
    3. (3)The unique entity number of a foreign company, issued by the Registrar, must appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be is...
    4. (4)Despite subsection (3), a foreign company incorporated before 3 January 2016 need only comply with subsection (3) after the expiration of 12 months after that date.
  629. Section 376Service of document
  630. Section 377Cesser of business in Singapore
    1. (1)If a foreign company ceases to have a place of business in Singapore or to carry on business in Singapore, it must, within 7 days after so ceasing, lodge with the Registrar notice of that fact.
    2. (1A)Starting on the day on which the foreign company lodged the notice mentioned in subsection (1), the foreign company’s obligation to lodge any document (not being a document that ought to have been lodged before that day...
    3. (1B)The Registrar must as soon as practicable after the lodgment of the notice mentioned in subsection (1) record in the register that the company has ceased to have a place of business in Singapore or ceased to carry on bu...
    4. (2)If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin, each person who immediately before the commencement of the liquidation proceedings was an authorised representative mus...
    5. (3)[Deleted by Act 40 of 2018]
    6. (4)[Deleted by Act 40 of 2018]
    7. (4A)[Deleted by Act 40 of 2018]
    8. (5)On receipt of a notice from an authorised representative that the foreign company has been dissolved, the Registrar must record in the register that the foreign company has been dissolved.
    9. (6)[Deleted by Act 36 of 2014]
    10. (7)[Deleted by Act 40 of 2018]
    11. (8)The Registrar must strike the name of a foreign company off the register if the Registrar is satisfied that the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good...
    12. (9)The Registrar may strike the name of a foreign company off the register if —(a)the Registrar has reasonable cause to believe that the company has ceased to carry on business or to have a place of business in Singapore;...
    13. (10)The Registrar may strike the name of a foreign company off the register upon the application of the sole authorised representative of the foreign company in the prescribed form if the Registrar is satisfied that —(a)the...
    14. (11)Without limiting subsection (9)(a), in determining whether there is reasonable ground to believe that a company is not carrying on business under that subsection, the Registrar may have regard to such circumstances as m...
    15. (12)For the purposes of subsections (9) and (10), the provisions of this Act relating to the striking off the register of the name of a defunct company extend and apply with such adaptations as are necessary.
    16. (13)Any person aggrieved by the decision of the Registrar under subsection (8), (9) or (10) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final.
  631. Section 377AApplication for administrative restoration of foreign company to register
    1. (1)Subject to such conditions as may be prescribed, a director or member of a foreign company whose name has been struck off the register under section 377(9) or (10) may apply to the Registrar to restore the name of the c...
    2. (2)An application under this section is not valid unless the application is received by the Registrar within 6 years after the date on which the name of the foreign company is struck off the register.
  632. Section 377BRegistrar’s decision on application for administrative restoration of foreign company
    1. (1)The Registrar must give notice to the applicant of the decision on an application under section 377A.
    2. (2)If the Registrar’s decision is that the name of the foreign company should be restored to the register, the name of the company is restored to the register on the date on which notice is sent (called in this section the...
    3. (3)The Registrar must —(a)enter in the register a note of the restoration date; and(b)cause notice of the restoration to be published in the Gazette and on the Authority’s website.
    4. (4)The notice under subsection (3)(b) must state —(a)the name of the foreign company or, if the company is restored to the register under a different name, that name and its former name;(b)the unique entity number of the f...
    5. (5)If the Registrar’s decision is that the name of the foreign company should not be restored to the register, the person who made the application under section 377A or any other person aggrieved by the decision of the Reg...
    6. (6)On an appeal made under subsection (5), the Court may —(a)confirm the Registrar’s decision; or(b)restore the name of the foreign company to the register and give such directions and make such orders as the Court is empo...
  633. Section 377CRegistrar may restore foreign company deregistered by mistake
    1. (1)The Registrar may, on his or her own initiative, restore the name of a foreign company to the register if the Registrar is satisfied that the name of the company has been struck off the register under section 377(9) or...
    2. (2)In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong, false or misleading information given by an applicant in connection with an application for striking th...
    3. (3)The Registrar may restore the name of a foreign company to the register by publishing in the Gazette and on the Authority’s website a notice declaring the restoration, and the restoration takes effect on the date of pub...
  634. Section 377DEffect of restoration of foreign company
    1. (1)If the name of a foreign company is restored to the register under section 377B(2) or 377C, or on appeal to the Court under section 377B(5), the company is to be regarded as having continued its registration under this...
    2. (2)The foreign company, its directors or equivalent persons, and authorised representatives are not liable to a penalty under section 373(18) for a financial year in relation to which the period for filing its balance shee...
    3. (3)On the application by any person, the Court may give directions and make orders, as seem just for placing the foreign company and all other persons in the same position (as nearly as may be) as if the name of the compan...
    4. (4)An application to the Court for such directions or orders may be made any time within 3 years after the date of restoration of the name of the foreign company to the register.
  635. Section 378Restriction on use of certain names
    1. (1)Except with the consent of the Minister or as provided in subsection (2), the Registrar must refuse to register a foreign company under a name, whether on its registration or by a subsequent change of name, under which...
    2. (2)In addition to subsection (1), the Registrar must, on or after 3 January 2016, except with the consent of the Minister, refuse to register a foreign company under a name, if —(a)it is identical to the name of a company...
    3. (3)Despite subsection (1), the Registrar may, on or after 3 January 2016, register a foreign company under —(a)a name that is identical to the name of a foreign company registered under Division 2 of Part 11 —(i)in respect...
    4. (4)No foreign company to which this Division applies may use in Singapore any name other than —(a)the name under which the foreign company is registered under this Division; and(b)if the foreign company is registered under...
    5. (5)Despite this section, where the Registrar is satisfied that a foreign company has been registered (whether through inadvertence or otherwise or whether on its registration or by a subsequent change of name) by a name —(...
    6. (6)Any person may apply, in writing, to the Registrar to give a direction to a foreign company under subsection (5) on a ground referred to in that subsection.
    7. (7)If the foreign company fails to comply with subsection (4), the company and every officer of the company who is in default and every authorised representative of the company who knowingly and wilfully authorises or perm...
    8. (8)In this section, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014.
    9. (9)An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:(a)in the case of the Registrar’s decis...
    10. (10)The Minister must cause a direction given by the Minister under subsection (1)(d) to be published in the Gazette.
    11. (11)A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as the name under which a foreign company proposes to be registered, either originally or upon change o...
    12. (12)A foreign company must not be registered, whether on its initial registration or by a subsequent change of name, by a name unless the name has been reserved under subsection (15).
    13. (13)The Registrar may approve an application made under subsection (11) only if the Registrar is satisfied that —(a)the application is made in good faith; and(b)the name to be reserved is one in respect of which a foreign c...
    14. (14)The Registrar must refuse to approve an application to reserve a name under subsection (11) if the Registrar is satisfied that —(a)the foreign company is likely to be used for an unlawful purpose or for purposes prejudi...
    15. (15)Where an application for a reservation of a name is made under subsection (11), the Registrar must reserve the proposed name for a period starting at the time the Registrar receives the application and ending —(a)if the...
    16. (16)A person aggrieved by a decision of the Registrar —(a)refusing to approve an application under subsection (11); or(b)refusing an application under subsection (15)(a) to extend the reservation period,may, within 30 days...
    17. (17)The reservation of a name under this section in respect of a foreign company does not in itself entitle the foreign company to be registered by that name, either originally or upon change of name.
  636. Section 379Register of members of foreign companies
    1. (1)A foreign company registered under this Division on or after 31 March 2017 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 S...
    2. (2)A foreign company registered under this Division before 31 March 2017 must, within 60 days after that date —(a)keep a register of its members at its registered office in Singapore or at some other place in Singapore; an...
    3. (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 Registr...
  637. Section 380Contents of register and index of members of foreign companies
    1. (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...
    2. (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...
    3. (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.
    4. (4)If there is any change in the particulars mentioned in subsection (1) contained in the register of members of a foreign company, the foreign company must, within 30 days after the change, update the register of members...
  638. Section 381Register to be prima facie evidence
  639. Section 382Certificate as to shareholding
  640. Section 383No civil proceedings to be brought in respect of bearer shares or share warrants
    1. (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. (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...
  641. Section 384Application of provisions of Act
  642. Section 385[Repealed by Act 15 of 2017]
  643. Section 386Penalties
  644. Part 11AREGISTER OF CONTROLLERS, NOMINEE DIRECTORS AND NOMINEE SHAREHOLDERS OF COMPANIES
  645. Section 386AAApplication of this Part
    1. (1)This Part applies to —(a)all companies other than a company that is set out in the Fourteenth Schedule; and(b)all foreign companies registered under Division 2 of Part 11 other than a foreign company that is set out in...
    2. (1A)Despite subsection (1), sections 386AG(6), 386AH(6), 386AI(6), 386AIA(3), 386AJ and 386AK apply to a person who is, or of whom there are reasonable grounds to believe is, a registrable controller of a company (other tha...
    3. (2)The obligation to comply with this Part extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on busi...
    4. (3)This Part extends to acts done or omitted to be done outside Singapore.
  646. Section 386ABInterpretation of this Part
    1. Definition“approved exchange” means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001;
    2. Definition“controller” means an individual controller or a corporate controller;
    3. Definition“corporate controller”, in relation to a company or a foreign company, means a legal entity which has a significant interest in, or significant control over, the company or the foreign company, as the case may be;
    4. Definition“individual controller”, in relation to a company or a foreign company, means an individual who has a significant interest in, or significant control over, the company or the foreign company, as the case may be;
    5. Definition“legal entity” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes a foreign company;
    6. Definition“limited liability partnership” has the meaning given by section 4(1) of the Limited Liability Partnerships Act 2005;
    7. Definition“member of the public” includes —(a)in the case of a company — any member of the company acting in the member’s capacity as such; and(b)in the case of a foreign company — any member of the foreign company acting in the...
    8. Definition“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2)...
    9. Definition“significant control”, in relation to a company or a foreign company, has the meaning given in the Sixteenth Schedule;
    10. Definition“significant interest”, in relation to a company or a foreign company, has the meaning given in the Sixteenth Schedule.
  647. Section 386ACMeaning of “registrable”
  648. Section 386ADState of mind of corporation, unincorporated association, etc.
    1. (1)Where, in a proceeding for an offence under this Part, it is necessary to prove the state of mind of a corporation in relation to a particular conduct, evidence that —(a)an officer, employee or agent of the corporation...
    2. (2)Where, in a proceeding for an offence under this Part, it is necessary to prove the state of mind of an unincorporated association or a partnership in relation to a particular conduct, evidence that —(a)an employee or a...
  649. Section 386AEMeaning of “legal privilege”
    1. (1)For the purposes of this Part, information or a document is subject to legal privilege if —(a)it is a communication made between a lawyer and a client, or a legal counsel acting as such and the legal counsel’s employer,...
    2. (2)In subsection (1) —
    3. Definition“client”, in relation to a lawyer, includes an agent of or other person representing a client and, if a client has died, a personal representative of the client;
    4. Definition“employer”, in relation to a legal counsel, includes —(a)if the employer is one of a number of corporations that are related to each other under section 6, every corporation so related as if the legal counsel is also em...
    5. Definition“lawyer” means a solicitor or a professional legal adviser, and includes an interpreter or other person who works under the supervision of a solicitor or a professional legal adviser;
    6. Definition“legal counsel” means a legal counsel as defined in section 3(7) of the Evidence Act 1893, and includes an interpreter or other person who works under the supervision of a legal counsel.
  650. Section 386AFRegister of controllers
    1. (1)A company incorporated on or after 31 March 2017 but before the appointed day, must keep a register of its registrable controllers not later than 30 days after the date of the company’s incorporation.
    2. (1A)A company incorporated on or after the appointed day must keep a register of its registrable controllers starting on the date of the company’s incorporation.
    3. (2)A company incorporated before 31 March 2017 must keep a register of its registrable controllers not later than 60 days after that date.
    4. (3)If a company that is not a company to which this Part applies subsequently becomes a company to which this Part applies, the company must keep a register of its registrable controllers not later than 60 days after the d...
    5. (4)A foreign company registered under Division 2 of Part 11 on or after 31 March 2017 but before the appointed day, must keep a register of its registrable controllers not later than 30 days after the date of the foreign c...
    6. (4A)A foreign company registered under Division 2 of Part 11 on or after the appointed day must keep a register of its registrable controllers starting on the date of the foreign company’s registration.
    7. (5)A foreign company registered under Division 2 of Part XI before 31 March 2017 must keep a register of its registrable controllers not later than 60 days after that date.
    8. (6)If a foreign company that is not a foreign company to which this Part applies subsequently becomes a foreign company to which this Part applies, the foreign company must keep a register of its registrable controllers no...
    9. (7)A company or foreign company must ensure that its register —(a)contains such particulars of the company’s or foreign company’s registrable individual controllers and registrable corporate controllers as may be prescribe...
    10. (8)A company or foreign company must enter the particulars in its register and update the register within the prescribed time and in the prescribed manner.
    11. (9)A company or foreign company must —(a)enter the particulars of any controller in its register, or update the particulars of that controller in the register, after the particulars of that controller are confirmed by the...
    12. (10)For the purposes of subsection (9)(a), the particulars of the controller to be entered, or updated, in a register must be confirmed by the controller in the prescribed manner.
    13. (11)Subject to section 386AM, a company or foreign company must not disclose, or make available for inspection, a register or any particulars contained in the register to any member of the public.
    14. (12)If a company fails to comply with —(a)subsection (1), (1A), (2) or (3), whichever is applicable; or(b)subsection (7), (8), (9) or (11),the company, and every officer of the company who is in default, shall each be guilt...
    15. (13)If a foreign company fails to comply with —(a)subsection (4), (4A), (5) or (6), whichever is applicable; or(b)subsection (7), (8), (9) or (11),the foreign company, and every officer of the foreign company who is in defa...
    16. (14)In this section, “appointed day” means the date of commencement of section 4 of the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024.
  651. Section 386AFAAdditional particulars
    1. (1)This section applies where a company or foreign company knows, or has reasonable grounds to believe —(a)that the company or foreign company has no registrable controller; or(b)that the company or foreign company has a r...
    2. (2)Where this section applies, each director with executive control and each chief executive officer of the company or foreign company is, subject to subsection (9), taken to be a registrable controller of the company or f...
    3. (3)Where this section applies, the company or foreign company must enter the following in its register of controllers:(a)a note stating —(i)that the company or foreign company knows, or has reasonable grounds to believe, a...
    4. (4)A company or foreign company must enter the matters mentioned in subsection (3) in its register of controllers within the prescribed period after —(a)in the case of a company or foreign company that knows, or has reason...
    5. (5)A company or foreign company must, within the prescribed period after the date on which the company or foreign company knows, or has reasonable grounds to believe, that any change in the particulars entered in its regis...
    6. (6)If a company or foreign company mentioned in subsection (1) enters the particulars of a registrable controller in its register of controllers under section 386AF(9), the company or foreign company must, at the same time...
    7. (7)If a company or foreign company fails to comply with subsection (3), (4), (5) or (6), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an off...
    8. (8)In this section —
    9. Definition“chief executive officer” —(a)in relation to a company, has the meaning given by section 4(1); and(b)in relation to a foreign company, has the meaning given by section 4(1), subject to the modification that each referen...
    10. Definition“director with executive control”, in relation to a company or foreign company, means a director of the company or foreign company who exercises executive control over the daily or regular affairs of the company or fore...
    11. (9)Despite anything in this Part, a reference in section 386AF(9) or (10), 386AG(1) or (2), 386AH(1) or (7), 386AI(1), 386AIA(1) or (6), 386AJ(1) or 386AK(1) to a controller or a registrable controller does not include a d...
  652. Section 386AGDuty of company and foreign company to investigate and obtain information
    1. (1)A company or foreign company must take reasonable steps to find out and identify the registrable controllers of the company or foreign company.
    2. (2)A company (A) or foreign company (A) —(a)must give a notice to any person (B) whom A knows or has reasonable grounds to believe is a registrable controller in relation to A, requiring B —(i)to state whether B is or is n...
    3. (3)A notice mentioned in subsection (2) —(a)must state that the addressee must comply with the notice not later than the time prescribed for compliance;(b)must be in such form, contain such particulars and be sent in such...
    4. (4)Subsection (2) does not require a company or foreign company to give notice to any person in respect of any information that is required to be stated or provided pursuant to the notice if the information was previously...
    5. (5)If a company or foreign company fails to comply with subsection (2) or (3), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and s...
    6. (6)An addressee of a notice under subsection (2) must comply with the notice within the time specified in the notice for compliance except that an addressee is not required to provide any information that is subject to leg...
    7. (7)An addressee of a notice under subsection (2) who fails to comply with subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
  653. Section 386AHDuty of company and foreign company to keep information up‑to‑date
    1. (1)If a company or foreign company knows or has reasonable grounds to believe that a relevant change has occurred in the particulars of a registrable controller that are stated in the company’s or foreign company’s registe...
    2. (2)A company or foreign company must give the notice mentioned in subsection (1) within such period as may be prescribed after it first knows of the change or first has reasonable grounds to believe that the change has occ...
    3. (3)Section 386AG(3)(a) and (b) applies to a notice under this section as it applies to a notice under section 386AG.
    4. (4)Subsection (1) does not require a company or foreign company to give notice to any person in respect of any information that was previously provided by that person or by any registered corporate service provider on beha...
    5. (5)If a company or foreign company fails to comply with subsection (1) or (2), or section 386AG(3)(a) and (b) as applied by subsection (3), the company or foreign company, and every officer of the company or foreign compan...
    6. (6)An addressee of a notice under subsection (1) who fails to comply with the notice within the time specified in the notice for compliance shall be guilty of an offence and shall be liable on conviction to a fine not exce...
    7. (7)For the purposes of this section, a relevant change occurs if —(a)a person ceases to be a registrable controller in relation to the company or foreign company, as the case may be; or(b)any other change occurs as a resul...
  654. Section 386AIDuty of company and foreign company to correct information
    1. (1)If a company or foreign company knows or has reasonable grounds to believe that any of the particulars of a registrable controller that are stated in the company’s or foreign company’s register is incorrect, the company...
    2. (2)A company or foreign company must give the notice mentioned in subsection (1) within such period as may be prescribed after it first knows or first has reasonable grounds to believe that the information is incorrect.
    3. (3)Section 386AG(3)(a) and (b) applies to a notice under this section as it applies to a notice under section 386AG.
    4. (4)Subsection (1) does not require a company or foreign company to give notice to any person in respect of any information that was previously provided by that person or by any registered corporate service provider on beha...
    5. (5)If a company or foreign company fails to comply with subsection (1) or (2), or section 386AG(3)(a) and (b) as applied by subsection (3), the company or foreign company, and every officer of the company or foreign compan...
    6. (6)An addressee of a notice under subsection (1) who fails to comply with the notice within the time specified in the notice for compliance shall be guilty of an offence and shall be liable on conviction to a fine not exce...
  655. Section 386AIADuty of company and foreign company to ensure information in register is up‑to‑date and correct
    1. (1)A company or foreign company must, at the prescribed frequency, give a notice to each registrable controller whose particulars are stated in the company’s or foreign company’s register of controllers for the following p...
    2. (2)The notice mentioned in subsection (1) must —(a)state that the addressee must comply with the notice not later than the time specified for compliance (which must be the prescribed time); and(b)be in such form, contain s...
    3. (3)An addressee of a notice under subsection (1) must comply with the notice no later than the time specified in the notice for compliance.
    4. (4)If a company or foreign company fails to comply with subsection (1) or (2), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and s...
    5. (5)An addressee of a notice under subsection (1) who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
    6. (6)For the purposes of this section, a relevant change occurs if —(a)the registrable controller ceases to be one in relation to the company or foreign company, as the case may be; or(b)any other change occurs as a result o...
  656. Section 386AJController’s duty to provide information
    1. (1)A person who knows or ought reasonably to know that the person is a registrable controller in relation to a company or foreign company must —(a)notify the company or foreign company (as the case may be) that the person...
    2. (2)The person mentioned in subsection (1) must comply with the requirements of that subsection within such period as may be prescribed after the date on which that person first knew or ought reasonably to have known that t...
    3. (3)A person need not comply with the requirements of subsection (1) if the person has received a notice from the company or foreign company under section 386AG(2) and has complied with the requirements of the notice within...
    4. (4)If a person fails to comply with subsection (1) or (2), the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
  657. Section 386AKController’s duty to provide change of information
    1. (1)A person who is a registrable controller in relation to a company or foreign company who knows, or ought reasonably to know, that a relevant change has occurred in the prescribed particulars of the registrable controlle...
    2. (2)The person mentioned in subsection (1) must comply with the requirements of that subsection within such period as may be prescribed after the date on which that person first knew or ought reasonably to have known of the...
    3. (3)A person need not comply with the requirements of subsection (1) if the person has received a notice from the company or foreign company under section 386AH(1) and has complied with the requirements of the notice within...
    4. (4)Any person who fails to comply with subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
    5. (5)For the purposes of this section, a relevant change occurs if —(a)a person ceases to be a registrable controller in relation to the company or foreign company, as the case may be; or(b)there is a change in the person’s...
  658. Section 386AKARegister of nominee directors
    1. (1)A company or foreign company registered under Division 2 of Part 11 must keep a register of its directors who are nominees (called in this Part the register of nominee directors) in the prescribed form and at the prescr...
    2. (2)Subject to section 386AM, a company or foreign company must not disclose, or make available for inspection, the register of nominee directors or any particulars contained in the register of nominee directors to any memb...
    3. (3)A company or foreign company must, within 7 days after the company or foreign company is informed of any fact and provided with any particulars mentioned in section 386AL(1), (1A), (2), (4) or (5), enter that fact and t...
    4. (4)A company or foreign company must, within 7 days after the company or foreign company is informed under section 386AL(3)(a) or (5A)(a) that a director of the company or foreign company has ceased to be a nominee, enter...
    5. (5)A company or foreign company must, within 7 days after the company or foreign company is informed under section 386AL(3)(b) or (5A)(b) of any change to the particulars of a person for whom a director of the company or f...
    6. (6)If a company or foreign company fails to comply with subsection (1), (2), (3), (4) or (5), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of a...
  659. Section 386ALNominee directors
    1. (1)A director of a company incorporated on or after 31 March 2017 but before the appointed day —(a)who is a nominee on the date of incorporation must inform the company of that fact and provide such prescribed particulars...
    2. (1A)A director of a company incorporated on or after the appointed day —(a)who is a nominee on the date of incorporation must inform the company of that fact and provide prescribed particulars of the person for whom the dir...
    3. (2)A director of a company incorporated before 31 March 2017 —(a)[Deleted by Act 23 of 2024 wef 16/06/2025](b)who becomes a nominee after 31 March 2017 must inform the company of that fact and provide such prescribed parti...
    4. (3)A director of a company (whether incorporated before, on or after the appointed day) must inform the company —(a)that he or she ceases to be a nominee within 30 days after the cessation; and(b)of any change to the parti...
    5. (4)A director of a foreign company registered under Division 2 of Part 11 on or after the appointed day —(a)who is a nominee on the date of registration must inform the foreign company of that fact and provide prescribed p...
    6. (5)A director of a foreign company registered under Division 2 of Part 11 before the appointed day —(a)who is a nominee on the appointed day must inform the foreign company of that fact and provide prescribed particulars o...
    7. (5A)A director of a foreign company mentioned in subsection (4) or (5) must inform the foreign company —(a)that he or she ceases to be a nominee within 30 days after the cessation; and(b)of any change to the particulars pro...
    8. (6)If a director fails to comply with subsection (1), (1A), (2), (3), (4), (5) or (5A), the director shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
    9. (7)[Deleted by Act 2 of 2022 wef 30/05/2022]
    10. (8)In this section and section 386AKA, a director is a nominee if the director is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other p...
    11. (9)In this section, “appointed day” means the date of commencement of section 8 of the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024.
  660. Section 386ALARegister of nominee shareholders
    1. (1)A company or foreign company must keep a register of its shareholders who are nominees (called in this Part the register of nominee shareholders) in the prescribed form and at the prescribed place.
    2. (2)A company or foreign company must, within 7 days after the company or foreign company is informed of any fact and provided with any particulars mentioned in section 386ALB(1), (1A), (2), (3), (3A) or (4), enter that fac...
    3. (3)A company or foreign company must, within 7 days after the company or foreign company is informed under section 386ALB(5)(a) that a shareholder of the company or foreign company has ceased to be a nominee, enter the fol...
    4. (4)A company or foreign company must, within 7 days after the company or foreign company is informed under section 386ALB(5)(b) of any change to the particulars of a person for whom a shareholder of the company or foreign...
    5. (5)Subject to section 386AM, a company or foreign company must not disclose, or make available for inspection, the register of nominee shareholders or any particulars contained in the register of nominee shareholders to an...
    6. (6)If a company or foreign company fails to comply with subsection (1), (2), (3), (4) or (5), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of a...
  661. Section 386ALBNominee shareholders
    1. (1)A shareholder of a company incorporated on or after 4 October 2022 but before the appointed day —(a)who is a nominee on the date of incorporation must inform the company of that fact, and provide to the company prescrib...
    2. (1A)A shareholder of a company incorporated on or after the appointed day —(a)who is a nominee on the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the pers...
    3. (2)A shareholder of a company incorporated before 4 October 2022 —(a)[Deleted by Act 23 of 2024 wef 16/06/2025](b)who becomes a nominee after 4 October 2022 must inform the company of that fact, and provide to the company...
    4. (3)A shareholder of a foreign company registered under Division 2 of Part 11 on or after 4 October 2022 but before the appointed day —(a)who is a nominee on the date of registration must inform the foreign company of that...
    5. (3A)A shareholder of a foreign company registered under Division 2 of Part 11 on or after the appointed day —(a)who is a nominee on the date of registration must inform the foreign company of that fact, and provide to the f...
    6. (4)A shareholder of a foreign company registered under Division 2 of Part 11 before 4 October 2022 —(a)[Deleted by Act 23 of 2024 wef 16/06/2025](b)who becomes a nominee after 4 October 2022 must inform the foreign company...
    7. (5)A shareholder of a company or foreign company (whether incorporated or registered before, on or after the appointed day) must —(a)within 30 days after the shareholder ceases to be a nominee, inform the company or foreig...
    8. (6)If a shareholder of a company or foreign company (as the case may be) fails to comply with subsection (1), (1A), (2), (3), (3A), (4) or (5), the shareholder shall be guilty of an offence and shall be liable on convictio...
    9. (7)In this section and section 386ALA, a shareholder of a company or foreign company is a nominee if the shareholder satisfies either or both of the following:(a)the shareholder is accustomed or under an obligation whether...
    10. (7A)In this section, a shareholder of a company incorporated before the appointed day or of a foreign company registered under Division 2 of Part 11 before that day, who, on that day —(a)was not a nominee within the meaning...
    11. (8)In this section and section 386ALA —
    12. Definition“appointed day” means the date of commencement of section 10 of the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024;
    13. Definition“company” means a company having a share capital;
    14. Definition“foreign company” means a foreign company having a share capital;
    15. Definition“shareholder”, in relation to a company or foreign company, means a person who is registered in the register of members of the company or foreign company as a holder of shares in the company or foreign company.
  662. Section 386AMPower to enforce
    1. (1)The Registrar or an officer of the Authority may —(a)require a company or foreign company to which this Part applies to produce its register, its register of nominee directors, its register of nominee shareholders and a...
    2. (2)Where any register or documents as are mentioned in subsection (1) are kept in electronic form —(a)the power of the Registrar or an officer of the Authority in subsection (1)(a) to require the register or any documents...
    3. (3)The powers conferred on the Registrar or an officer of the Authority under subsections (1) and (2) may be exercised by a public agency to enable the public agency to administer or enforce any written law.
    4. (4)Any person who fails to comply with any requirement imposed under subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
    5. (4A)A person who, in complying with a requirement imposed, or in answering an inquiry made, under subsection (1) or (2), provides any information that is false or misleading in a material particular to the Registrar or an o...
    6. (4B)In proceedings for an offence under subsection (4A), it is a defence to the charge for the accused to prove, on a balance of probabilities, that the accused took all reasonable steps and exercised all due diligence to e...
    7. (5)This section applies in addition to any right of inspection conferred by section 396A.
    8. (6)In this section, “public agency” means a public officer, an Organ of State or a ministry or department of the Government, or a public authority established by or under any public Act for a public purpose or a member, an...
  663. Section 386ANCentral register of controllers
    1. (1)This section applies where the Minister, by notification in the Gazette, directs the Registrar to maintain a central register of controllers of companies and foreign companies.
    2. (2)Where the Minister has directed the Registrar to maintain a central register of controllers of companies and foreign companies under subsection (1) —(a)the Registrar must keep a central register of controllers consistin...
    3. (3)Where the Registrar requires a company or foreign company to lodge with the Registrar the particulars, matters and updates mentioned in subsection (2)(b), the company or foreign company must lodge the particulars, matte...
    4. (4)If a company or foreign company fails to comply with subsection (3), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and shall ea...
    5. (5)Subject to subsection (6), the Registrar must not disclose, or make available for inspection, the central register of controllers of companies and foreign companies kept by the Registrar under this section to any member...
    6. (6)The Registrar may disclose prescribed information in the central register of controllers of companies and foreign companies to prescribed persons under prescribed circumstances.
    7. (7)To avoid doubt, different information and persons may be prescribed under subsection (6) for different prescribed circumstances.
  664. Section 386ANACentral registers of nominee directors and nominee shareholders
    1. (1)The Registrar must keep a central register of nominee directors and a central register of nominee shareholders consisting of the particulars contained in the registers kept by companies and foreign companies to which th...
    2. (2)A company or foreign company to which this Part applies must lodge with the Registrar —(a)all particulars contained in the company’s or foreign company’s register of nominee directors maintained under section 386AKA;(b)...
    3. (3)The company or foreign company must lodge the particulars, matters and updates in the prescribed form and manner and within the prescribed time.
    4. (4)If a company or foreign company fails to comply with subsection (2) or (3), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and s...
    5. (5)Subject to subsection (6), the Registrar must not disclose, or make available for inspection, the central register of nominee directors or the central register of nominee shareholders kept by the Registrar under this se...
    6. (6)The Registrar may disclose prescribed information in the central register of nominee directors or the central register of nominee shareholders to prescribed persons under prescribed circumstances.
    7. (7)To avoid doubt, different information and persons may be prescribed under subsection (6) for different prescribed circumstances.
  665. Section 386AOCodes of practice, etc.
    1. (1)The Registrar may issue one or more codes, guidance, guidelines, policy statements and practice directions for all or any of the following purposes:(a)to provide guidance to companies or foreign companies, or to both, i...
    2. (2)The Registrar may publish any such code, guidance, guideline, policy statement or practice direction, in such manner as the Registrar thinks fit.
    3. (3)The Registrar may revoke, vary, revise or amend the whole or any part of any code, guidance, guideline, policy statement or practice direction issued under this section in such manner as the Registrar thinks fit.
    4. (4)Where amendments are made under subsection (3) —(a)the other provisions of this section apply, with the necessary modifications, to such amendments as they apply to the code, guidance, guideline, policy statement and pr...
    5. (5)The failure by any person to comply with any of the provisions of a code, guidance, guideline, policy statement or practice direction issued under this section that applies to that person does not of itself render that...
    6. (6)Any code, guidance, guideline, policy statement or practice direction issued under this section —(a)may be of general or specific application; and(b)may specify that different provisions apply to different circumstances...
    7. (7)It is not necessary to publish any code, guidance, guideline, policy statement or practice direction issued under this section in the Gazette.
  666. Section 386APExemption
  667. Part 12GENERAL
  668. Section 386AInterpretation
    1. Definition“consolidated financial statements” and “parent company” have the meanings given by section 209A;
    2. Definition“financial statements” means the financial statements of a company required to be prepared by the Accounting Standards and, in the case of a parent company, means the consolidated financial statements.
  669. Section 387Service of documents on company
  670. Section 387AElectronic transmission of notices of meetings
    1. (1)Where any notice of a meeting is required or permitted to be given, sent or served under this Act or under the constitution of a company by the company or the directors of the company to —(a)a member of the company; or(...
    2. (2)For the purposes of this section, a notice of a meeting is also treated as given or sent to, or served on a person where —(a)the company and that person have agreed in writing that notices of meetings required to be giv...
    3. (3)For the purposes of this Act, a notice of a meeting treated in accordance with subsection (2) as given or sent to or served on any person is treated as so given, sent or served at the time of the notification mentioned...
    4. (4)A notice of a meeting given for the purposes of subsection (2)(d) must specify such matters or information as may be required for a notice of that type under any other provision of this Act or the constitution of that c...
    5. (5)Nothing in subsection (2) invalidates the proceedings of a meeting where —(a)any notice of a meeting that is required to be published and remain accessible as mentioned in paragraph (e) of that subsection is published a...
    6. (6)A company may, despite any provision to the contrary in its constitution, take advantage of subsection (1), (2), (3), (4) or (5).
    7. (7)For the purposes of this section and section 387B, the current address of a person of a company, in relation to any notice or document, is a number or address used for electronic communication which —(a)has been notifie...
  671. Section 387BElectronic transmission of documents
    1. (1)Where any accounts, balance sheet, financial statements, report or other document is required or permitted to be sent under this Act or under the constitution of a company by the company or the directors of the company...
    2. (2)For the purposes of this section, a document is also treated as sent to a person where —(a)the company and that person have agreed in writing to the person having access to documents on a website (instead of their being...
    3. (3)Where any provision of this Act or of the constitution of the company requires any document to be sent to a person not less than a specified number of days before a meeting, that document, if treated in accordance with...
    4. (4)Nothing in subsection (3) invalidates the proceedings of a meeting where —(a)any document that is required to be published and remain accessible as mentioned in paragraph (a) of that subsection is published and remains...
    5. (5)A company may, despite any provision to the contrary in its constitution, take advantage of subsection (1), (2), (3) or (4).
    6. (6)For the purposes of this section and sections 387C and 387D —(a)a reference to a document does not include any of the following:(i)a share certificate;(ii)a debenture;(iii)a certificate of any other interest in a compan...
  672. Section 387CElectronic transmission in accordance with constitution, etc.
    1. (1)Despite sections 387A and 387B, where a notice of meeting or any accounts, balance sheet, financial statements, report or other document is required or permitted to be sent under this Act or under the constitution of a...
    2. (2)For the purposes of this section, a member has given implied consent if the constitution of the company —(a)provides for the use of electronic communications;(b)specifies the manner in which electronic communications is...
    3. (3)For the purposes of this section, but subject to regulations mentioned in subsection (4), a member is deemed to have consented if —(a)the member was by written notice given an opportunity to elect, within such period of...
    4. (4)The Minister may make regulations under section 411 —(a)to exclude any notice or document or any class of notices or documents from the application of this section;(b)to provide for safeguards for the use of electronic...
  673. Section 387DElectronic transmission of documents by member, officer or auditor to company or director
  674. Section 388Security for costs
    1. (1)Where a corporation is claimant in any action or other legal proceeding the court having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the corporation will be u...
    2. (2)The costs of any proceeding before a court under this Act must be borne by such party to the proceeding as the court may, in its discretion, direct.
  675. Section 389As to rights of witnesses to legal representation
  676. Section 390Disposal of shares of shareholder whose whereabouts unknown
    1. (1)Where by the exercise of reasonable diligence a company is unable to discover the whereabouts of a shareholder for a period of not less than 10 years, the company may cause an advertisement to be published in a newspape...
    2. (2)If, after the expiration of one month from the date of the advertisement, the whereabouts of the shareholder remain unknown, the company may transfer the shares held by the shareholder in the company to the Official Rec...
    3. (3)The Official Receiver must sell or dispose of any shares so received in such manner and at such time as the Official Receiver thinks fit and must deal with proceeds of the sale or disposal as if they were moneys paid to...
  677. Section 391Power to grant relief
    1. (1)If in any proceedings for negligence, default, breach of duty or breach of trust against a person to whom this section applies, it appears to the court before which the proceedings are taken that the person is or may be...
    2. (1A)To avoid doubt and without limiting subsection (1), “liability” includes the liability of a person to whom this section applies to account for profits made or received.
    3. (2)Where any person to whom this section applies has reason to apprehend that any claim will or might be made against the person in respect of any negligence, default, breach of duty or breach of trust the person may apply...
    4. (3)The persons to whom this section applies are —(a)officers of a corporation;(b)persons employed by a corporation as auditors, whether they are or are not officers of the corporation;(c)experts within the meaning of this...
  678. Section 392Irregularities
    1. (1)In this section, unless the contrary intention appears, a reference to a procedural irregularity includes a reference to —(a)the absence of a quorum at a meeting of a corporation, at a meeting of directors or creditors...
    2. (2)A proceeding under this Act is not invalidated by reason of any procedural irregularity unless the Court is of the opinion that the irregularity has caused or may cause substantial injustice that cannot be remedied by a...
    3. (2A)A meeting to which section 173J(2)(b) or (c) applies is not invalidated by reason of any technological disruption, malfunction or outage unless the Court —(a)is of the opinion that the technological disruption, malfunct...
    4. (3)A meeting held for the purposes of this Act, or a meeting notice of which is required to be given in accordance with the provisions of this Act, or any proceeding at such a meeting, is not invalidated by reason only of...
    5. (4)Subject to the following provisions of this section and without limiting any other provision of this Act, the Court may, on application by any interested person, make all or any of the following orders, either unconditi...
    6. (5)An order may be made under subsection (4)(a) or (b) even though the contravention or failure referred to in the paragraph concerned resulted in the commission of an offence.
    7. (6)The Court is not to make an order under this section unless it is satisfied —(a)in the case of an order mentioned in subsection (4)(a) —(i)that the act, matter or thing, or the proceeding, mentioned in that paragraph is...
  679. Section 393Privileged communications
  680. Section 394Production and inspection of books or papers where offence suspected
    1. (1)If, on an application made to a judge of the Court in chambers by or on behalf of the Minister, there is shown to be reasonable cause to believe that any person has, while an officer of a company, committed an offence i...
    2. (2)No appeal lies against any order or decision of a judge on or in relation to an application under this section.
  681. Section 395Form of company records
    1. (1)A company must adequately record for future reference the information required to be contained in any company records.
    2. (2)Subject to subsection (1), company records may be —(a)kept in hard copy form or in electronic form; and(b)arranged in the manner that the directors of the company think fit.
    3. (3)If company records are kept in electronic form, the company must ensure that they are capable of being reproduced in hard copy form.
    4. (4)In this section and sections 396 and 396A —
    5. Definition“company” includes a corporation which is required to keep company records under this Act;
    6. Definition“company record” means any register, index, minute book, accounting record, minute or other document required by this Act to be kept by a company;
    7. Definition“in electronic form” means in the form of an electronic record as defined in section 2(1) of the Electronic Transactions Act 2010;
    8. Definition“in hard copy form” means in a paper form or similar form capable of being read.
  682. Section 396Duty to take precautions against falsification
    1. (1)Where company records are kept otherwise than in hard copy form, reasonable precautions must be taken for —(a)ensuring the proper maintenance and authenticity of the company records;(b)guarding against falsification; an...
    2. (2)In the case where company records are kept in electronic form, the company must provide for the manner by which the records are to be authenticated and verified.
    3. (3)Where default is made in complying with subsection (1) or (2), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not excee...
  683. Section 396AInspection of records
    1. (1)Any company record which is by this Act required to be available for inspection must, subject to and in accordance with this Act, be available for inspection at the place where in accordance with this Act it is kept dur...
    2. (2)If company records are kept by the company by recording the information in question in electronic form, any duty imposed on the company under subsection (1) or any other provision of this Act to allow inspection of the...
    3. (3)Any person permitted by this Act to inspect any company records may make copies of or take extracts from it.
    4. (4)Where company records are kept by the company by recording the information in question in electronic form, the company must ensure that proper facilities are provided to enable the company records to be inspected, and w...
  684. Section 396BLiability where proper accounts not kept
    1. (1)If, on an investigation under this Act, it is shown that proper books of account were not kept by the company throughout the shorter of —(a)the period of 2 years immediately preceding the commencement of the investigati...
    2. (2)Where a person is charged with an offence under subsection (1), it is a defence for the person charged to prove that the person acted honestly and to show that, in the circumstances in which the business of the company...
    3. (3)For the purposes of this section, proper books of account are deemed not to have been kept in the case of a company —(a)if there have not been kept such books or accounts as are necessary to exhibit and explain the tran...
  685. Section 397Translations of instruments, etc.
    1. (1)Where under this Act a corporation is required to lodge with the Registrar any instrument, certificate, contract or document or a certified copy thereof and the same is not written in the English language, the corporati...
    2. (2)Where under this Act a corporation is required to make available for public inspection any instrument, certificate, contract or document and the same is not written in the English language, the corporation must keep at...
    3. (3)Where any accounts, financial statements, minute books or other records of a corporation required by this Act to be kept are not kept in the English language, the directors of the corporation must cause a true translati...
  686. Section 398Certificate of incorporation conclusive evidence
  687. Section 399Court may compel compliance
    1. (1)If any person in contravention of this Act refuses or fails to permit the inspection of any register, minute book or document or to supply a copy of any register, minute book or document the Court may by order compel an...
    2. (2)If any officer or former officer of a company has failed or omitted to do any act, matter or thing which under this Act he or she is or was required or directed to do, the Court on the application of the Registrar or an...
  688. Section 400[Repealed by S 236/2002]
  689. Section 401False and misleading statement
    1. (1)Every corporation which advertises, circulates or publishes any statement of the amount of its capital which is misleading, or in which the amount of capital or subscribed capital is stated but the amount of paid‑up cap...
    2. (2)Every person who in any return, report, certificate, balance sheet, financial statements or other document required by or for the purposes of this Act wilfully makes or authorises the making of a statement false or misl...
    3. (2A)Any person who, for any purpose under this Act —(a)lodges or files with or submits to the Registrar any document; or(b)authorises another person to lodge or file with or submit to the Registrar any document,knowing that...
    4. (3)For the purposes of subsection (2), where a person at a meeting votes in favour of the making of a statement mentioned in that subsection the person is deemed to have authorised the making of that statement.
  690. Section 402False statements or reports
    1. (1)An officer of a corporation who, with intent to deceive, makes or furnishes, or knowingly and wilfully authorises or permits the making or furnishing of, any false or misleading statement or report to —(a)a director, au...
    2. (2)In subsection (1), “officer” includes a person who at any time has been an officer of the corporation.
  691. Section 403Dividends payable from profits only
    1. (1)No dividend is payable to the share‑holders of any company except out of profits.
    2. (1A)Subject to subsection (1B), any profits of a company applied towards the purchase or acquisition of its own shares in accordance with sections 76B to 76G are not payable as dividends to the shareholders of the company.
    3. (1B)Subsection (1A) does not apply to any part of the proceeds received by the company as consideration for the sale or disposal of treasury shares which the company has applied towards the profits of the company.
    4. (1C)Any gains derived by the company from the sale or disposal of treasury shares are not payable as dividends to the shareholders of the company.
    5. (2)Every director or chief executive officer of a company who wilfully pays or permits to be paid any dividend in contravention of this section —(a)shall, without prejudice to any other liability, be guilty of an offence a...
    6. (3)If the whole amount is recovered from one director or chief executive officer, he or she may recover contribution against any other person liable who has directed or consented to such payment.
    7. (4)No liability by this section imposed on any person extends or passes, on the death of such person to the person’s executors or administrators nor is the estate of any such person after the person’s death liable under th...
    8. (5)In this section, “dividend” includes bonus and payment by way of bonus.
  692. Section 404Fraudulently inducing persons to invest money
    1. (1)[Deleted by Act 42 of 2001]
    2. (2)[Deleted by Act 42 of 2001]
    3. (3)Whoever, being an officer or agent of any corporation, by any deceitful means or false promise and with intent to defraud, causes or procures any money to be paid or any chattel or marketable security to be delivered to...
    4. (4)Upon the trial of a charge of an offence under this section, the opinion of any registered or public accountant as to the financial position of any company at any time or during any period in respect of which he or she...
  693. Section 405Penalty for carrying on business without registering a corporation and for improper use of words “Limited” and “Berhad”
    1. (1)If any person —(a)other than a foreign company, uses any name or title or trades or carries on business under any name or title which “Limited” or “Berhad” or any abbreviation, imitation or translation of any of those w...
    2. (2)A company must not use the word “Private” or “Sendirian” or any abbreviation thereof as part of its name if it does not fulfil the requirements required by this Act to be fulfilled by private companies and every corpora...
    3. (3)If a person carrying on a business, the person’s agent or a person acting on the firstmentioned person’s behalf, in any way holds out that the business is registered as a foreign company under this Act when at the mater...
  694. Section 406Frauds by officers
  695. Section 407General penalty provisions
    1. (1)A person who —(a)does that which under this Act the person is forbidden to do;(b)does not do that which under this Act the person is required or directed to do; or(c)otherwise contravenes or fails to comply with any pro...
    2. (2)A person who is guilty of an offence under this Act shall be liable on conviction to a penalty or punishment not exceeding the penalty or punishment expressly mentioned as the penalty or punishment for the offence, or i...
    3. (3)Every summons issued for an offence committed by an officer of a company or other person under this Act or any regulations may, despite anything in this Act, be served —(a)by delivering it to that person;(b)by deliverin...
    4. (4)In proving service by registered post, it is sufficient to prove that the registered cover containing the summons was duly addressed and posted.
  696. Section 408Default penalties
    1. (1)Where a default penalty is provided in any section of this Act, any person who is convicted of an offence under this Act or who has been dealt with under section 409B for an offence under this Act in relation to that se...
    2. (2)Where any offence is committed by a person by reason of the person’s failure to comply with any provision of this Act under which the person is required or directed to do anything within a particular period, that offenc...
    3. (3)For the purposes of any provision of this Act which provides that an officer of a company or corporation who is in default is guilty of an offence under this Act or is liable to a penalty or punishment, the phrase “offi...
  697. Section 409Proceedings how and when taken
    1. (1)Except where provision is otherwise made in this Act, proceedings for any offence under this Act may, with the authorisation of the Public Prosecutor, be taken by the Registrar or with the written consent of the Ministe...
    2. (2)[Deleted by Act 36 of 2000]
    3. (3)Proceedings for any offence under this Act, other than an offence punishable with imprisonment for a term exceeding 6 months, may be prosecuted in a Magistrate’s Court and in the case of an offence punishable with impri...
    4. (4)[Deleted by Act 36 of 2014]
    5. (5)[Deleted by Act 36 of 2014]
    6. (6)[Deleted by Act 36 of 2014]
    7. (7)Any punishment authorised by this Act may be imposed by a District Court, even though it is a greater punishment than that Court is otherwise empowered to impose.
    8. (8)The Registrar and any officer authorised by the Registrar in writing has the right to appear and be heard before a Magistrate’s Court or a District Court in any proceedings for an offence under this Act.
  698. Section 409AInjunctions
    1. (1)Where a person has engaged, is engaging or is proposing to engage in any conduct that constituted, constitutes or would constitute a contravention of this Act, the Court may, on the application of —(a)the Registrar; or(...
    2. (2)Where a person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing that the person is required by this Act to do, the Court may, on the application of —(a)the Registra...
    3. (3)Where an application is made to the Court for an injunction under subsection (1), the Court may, if in the opinion of the Court it is desirable to do so, before considering the application, grant an interim injunction r...
    4. (4)The Court may rescind or vary an injunction granted under subsection (1), (2) or (3).
    5. (5)Where an application is made to the Court for the grant of an injunction restraining a person from engaging in conduct of a particular kind, the power of the Court to grant the injunction may be exercised —(a)if the Cou...
    6. (6)Where an application is made to the Court for a grant of an injunction requiring a person to do a particular act or thing, the power of the Court to grant the injunction may be exercised —(a)if the Court is satisfied th...
    7. (7)Where the Registrar makes an application to the Court for the grant of an injunction under this section, the Court must not require the Registrar or any other person, as a condition of granting an interim injunction, to...
    8. (8)Where the Court has power under this section to grant an injunction restraining a person from engaging in particular conduct, or requiring a person to do a particular act or thing, the Court may, either in addition to o...
  699. Section 409BComposition of offences
    1. (1)The Registrar may, in his or her discretion, compound any offence under this Act which is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum of mo...
    2. (2)The Registrar may, in his or her discretion, compound any offence under this Act (including an offence under a provision that has been repealed) which —(a)was compoundable under this Act at the time the offence was comm...
    3. (3)On payment of the sum of money referred to in subsection (1) or (2), no further proceedings may be taken against that person in respect of the offence.
    4. (4)The Minister may prescribe the offences which may be compounded.
  700. Section 409CAppeal
    1. (1)Any party aggrieved by an act or a decision of the Registrar under this Act may, within 28 days after the date of the act or decision, appeal to the Court against the act or decision.
    2. (2)The Court may confirm the act or decision or give such directions in the matter as seem proper or otherwise determine the matter.
    3. (3)This section does not apply to any act or decision of the Registrar —(a)in respect of which any provision in the nature of an appeal or a review is expressly provided in this Act; or(b)which is declared by this Act to b...
  701. Section 410Rules
  702. Section 411Regulations
    1. (1)The Minister may make regulations for or with respect to —(a)the duties and functions of the Registrar, Deputy Registrars, Assistant Registrars and other persons appointed to assist with the administration of this Act;(...
    2. (2)The regulations may provide that a contravention of a specified provision of the regulations shall be an offence.
  703. Schedule 1Repealed written laws
  704. Schedule 6Statement in lieu of prospectus
  705. Schedule 12Contents of directors’ statement
  706. Schedule 13Criteria for small company and small group
  707. Schedule 14Companies to which Part 11A does not apply
  708. Schedule 15Foreign companies to which Part 11A does not apply
  709. Schedule 16Meanings of “significant control” and “significant interest”
  710. Schedule[Repealed by Act 36 of 2014]
  711. Schedule[Repealed by Act 5 of 2004]
  712. Schedule[Repealed by S 236/2002]
  713. Schedule[Repealed by Act 12 of 2002]
  714. Schedule[Repealed by Act 40 of 2018]

Common questions

What is Companies Act 1967?
Companies Act 1967 is Singapore Act, cited as Act CoA 1967, currently marked in force and first recorded in 1967.
Is Companies Act 1967 still in force?
Yes — Companies Act 1967 is currently in force.
When did Companies Act 1967 take effect?
Companies Act 1967 was first recorded in 1967.
How many sections does Companies Act 1967 have?
Companies Act 1967 contains 687 sections.