Companies Act 1967 · 2020 Revised Edition · Part 5 · Management and Administration
156. Disclosure of interests in transactions, property, offices, etc.
Last amended by an amending law of 2025. 2 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
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 practicable after the relevant facts have come to his or her knowledge —
director
“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 directors of a corporation are accustomed to act and an alternate or substitute director;
declare the nature of his or her interest at a meeting of the directors of the company; or
send a written notice to the company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the company.
A notice under subsection (1)(b) must be given as soon as is practicable after —
the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or
(if already a director or chief executive officer, as the case may be) the date on which the director or chief executive officer became, directly or indirectly, interested in a transaction or proposed transaction with the company,as the case requires.
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 interested in a transaction or proposed transaction with the firstmentioned company if the interest of the director or chief executive officer (as the case may be) may properly be regarded as not being a material interest.
chief executive officer
“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 responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be;
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 —
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
in the case where the transaction or proposed transaction relates to any loan to the company — that he or she has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or
in the case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of a corporation which by virtue of section 6 is deemed to be related to the company — that he or she is a director or chief executive officer (as the case may be) of that corporation,and this subsection has effect not only for the purposes of this Act but also for the purposes of any other law, but does not affect the operation of any provision in the constitution of the company.
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 declaration or written notice under those provisions in relation to a transaction or proposed transaction if —
in the case of a declaration, the declaration is given at a meeting of the directors or the director or chief executive officer (as the case may be) takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given;
the declaration or written notice is to the effect that —
he or she is an officer or a member of a specified corporation, a member of a specified firm, or a partner or officer of a specified limited liability partnership; and
he or she is to be regarded as interested in any transaction which may, after the date of the declaration or written notice, be made with the specified corporation, firm or limited liability partnership;
the declaration or written notice specifies the nature and extent of his or her interest in the specified corporation, firm or limited liability partnership; and
at the time the transaction is made, or the proposed transaction is proposed, his or her interest is not different in nature or greater in extent than the nature and extent specified in the declaration or written notice.
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 interests as director or chief executive officer (as the case may be) must —
declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict; or
send a written notice to the company setting out the fact and the nature, character and extent of the conflict.
A declaration under subsection (6)(a) must be made at the first meeting of the directors of the company held —
after he or she becomes a director or chief executive officer (as the case may be); or
(if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property,as the case requires.
A written notice under subsection (6)(b) must be given as soon as is practicable after —
the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or
(if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property,as the case requires.
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 —
in the case where the notice is given by a chief executive officer — all the directors; or
in the case where the notice is given by a director — all the other directors.
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 —
the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given; and
the provisions of section 188 (minutes of proceedings) apply as if the declaration had been made at that meeting.
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 this section.
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 make a declaration for the purpose of complying with this section.
For the purposes of this section —
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, stepson, daughter, adopted daughter and stepdaughter; and
an interest of a member of a chief executive officer’s family is treated as an interest of the chief executive officer and the words “member of the chief executive officer’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.
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 interest in transactions with the company or from holding offices or possessing properties involving duties or interests in conflict with his or her duties or interests as a director or chief executive officer (as the case may be).
constitution
“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 incorporated before 3 January 2016, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date;
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 imprisonment for a term not exceeding 12 months.
Terms defined in s 4
chief executive officer
Defined · s 4“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 responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be;
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
constitution
Defined · s 4“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 incorporated before 3 January 2016, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date;
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;
director
Defined · s 4“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 directors of a corporation are accustomed to act and an alternate or substitute director;
limited liability partnership
Defined · s 4“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;
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;
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