Companies Act 1967 · 2020 Revised Edition · Part 4 · Shares, Debentures and Charges
130AD. Certification of prima facie title
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
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 certification that there have been produced to the company such documents as on the face of them show a prima facie title to the shares, debentures or other interests in the transferor named in the instrument of transfer but not as a representation that the transferor has any title to the shares, debentures or other interests.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
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.
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 —
private company
“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means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
in respect of any transfer of shares after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not been sent to or received by the company under section 126(1) within that period; or
in respect of the registration of any transfer of debentures or other interests comprised in the certification after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not within that period been lodged with the company for registration.
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 respect of the registration of any transfer of shares, debentures or other interests comprised in the certification after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not within that period been lodged with the company for registration.
For the purposes of this section —
an instrument of transfer is to be treated as certificated if it bears the words “certificate lodged” or words to the like effect;
the certification of an instrument of transfer is to be treated as made by a company if —
the person issuing the instrument is a person apparently authorised to issue certificated instruments of transfer on the company’s behalf; and
the certification is signed by a person apparently authorised to certificate transfers on the company’s behalf or by any officer either of the company or of a corporation so apparently authorised; and
a certification that purports to be authenticated by a person’s signature or initials (whether handwritten or not) is deemed to be signed by the person unless it is shown that the signature or initials were not placed there by the person and were not placed there by any other person apparently authorised to use the signature or initials for the purpose of certificating transfers on the company’s behalf.
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
corporation
Defined · s 4“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 and is by notification of the Minister in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes;(b)any corporation sole;(c)any cooperative society;(d)any registered trade union; (da)any platform work association registered under the Platform Workers Act 2024; or(e)any limited liability partnership;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
officer
Defined · s 4“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 undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of a company appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
private company
Defined · s 4“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 section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
registration
Defined · s 356“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 “registered” are to be construed accordingly.
Part 5
Management and Administration
Part 6
Financial Statements and Audit
Part 7
Arrangements, Reconstructions and Amalgamations
Part 8
Part 8A
Part 9
Investigations
Part 10
Dissolution
Part 10A
Transfer of Registration
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12