Companies Act 1967 · 2020 Revised Edition · Schedules
Schedule 16 · Meanings of “significant control” and “significant interest”
Official textFrom Singapore Statutes Online, unchanged
SIXTEENTH SCHEDULESections 8(7) and 386ABMeanings of “significant control” and “significant interest”Definition of “significant control”
significant control
“significant control”, in relation to a company or a foreign company, has the meaning given in the Sixteenth Schedule;
1. For the purposes of Part 11A, an individual or a legal entity has significant control over a company or foreign company if the individual or legal entity —
legal entity
“legal entity” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes a foreign company;
holds the right, directly or indirectly, to appoint or remove the directors or equivalent persons of the company or foreign company who hold a majority of the voting rights at meetings of the directors or equivalent persons on all or substantially all matters;
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the members or equivalent persons of the company or foreign company; or
foreign company
“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 may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
has the right to exercise, or actually exercises, significant influence or control over the company or foreign company.Definition of “significant interest”2.—
significant interest
“significant interest”, in relation to a company or a foreign company, has the meaning given in the Sixteenth Schedule.
For the purposes of Part 11A, an individual or a legal entity has a significant interest in a company or foreign company having a share capital —
share
“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;
if the individual or legal entity (as the case may be) has an interest in more than 25% of the shares in the company or foreign company; or
if —
the individual or legal entity (as the case may be) has an interest in one or more voting shares in the company or foreign company; and
the total votes attached to that share, or those shares, is more than 25% of the total voting power in the company or foreign company.
In sub‑paragraph (1)(b), “voting share” does not include any treasury share or any share mentioned in section 21(4B) or (6C).
voting share
“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 attached a right to vote only in one or more of the following circumstances:(i)during a period in which a dividend (or part of a dividend) in respect of the share is in arrear;(ii)upon a proposal to reduce the share capital of the body corporate;(iii)upon a proposal that affects rights attached to the share;(iv)upon a proposal to wind up the body corporate;(v)upon a proposal for the disposal of the whole of the property, business and undertakings of the body corporate;(vi)during the winding up of the body corporate.
3. For the purposes of Part 11A, an individual or a legal entity has a significant interest in a company or foreign company that does not have a share capital if the individual or legal entity holds, whether directly or indirectly, a right to share in more than 25% of the capital, or more than 25% of the profits, of the company or foreign company.Supplementary provisions4.—
Subject to sub‑paragraphs (2), (3) and (5), subsections (1A) to (6A), (8), (9) and (10) of section 7 apply in determining whether a person has an interest in a share.
If 2 or more persons jointly have an interest in a share, or jointly hold a right, each of the persons is considered for the purposes of this Schedule as having an interest in that share, or as holding that right, as the case may be.
If shares in respect of which a person has an interest and the shares in respect of which another person has an interest are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as having an interest in the combined shares of both of them.
If the rights held by a person and the rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined rights of both of them.
A share or right held by a person as nominee for another is to be considered for the purposes of this Schedule as held by the other (and not by the nominee).
In this paragraph —
a “joint arrangement” is an arrangement between the persons having an interest in shares or between holders of rights that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is predetermined by the arrangement; and
“arrangement” includes —
any scheme, agreement or understanding, whether or not it is legally enforceable; and
any convention, custom or practice of any kind,but something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise).[15/2017]
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
foreign company
Defined · s 4“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 may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
legal entity
Defined · s 386AB“legal entity” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes a foreign company;
share
Defined · s 4“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;
significant control
Defined · s 386AB“significant control”, in relation to a company or a foreign company, has the meaning given in the Sixteenth Schedule;
significant interest
Defined · s 386AB“significant interest”, in relation to a company or a foreign company, has the meaning given in the Sixteenth Schedule.
treasury share
Defined · s 4“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 was so purchased;
voting share
Defined · s 4“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 attached a right to vote only in one or more of the following circumstances:(i)during a period in which a dividend (or part of a dividend) in respect of the share is in arrear;(ii)upon a proposal to reduce the share capital of the body corporate;(iii)upon a proposal that affects rights attached to the share;(iv)upon a proposal to wind up the body corporate;(v)upon a proposal for the disposal of the whole of the property, business and undertakings of the body corporate;(vi)during the winding up of the body corporate.