Companies Act 1967 · 2020 Revised Edition · Part 5 · Management and Administration
165. General duty to make disclosure
Last amended by an amending law of 2025. 3 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
Every director and chief executive officer of a company must give written notice to the company —
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;
of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary for the purposes of compliance by the firstmentioned company with section 164 that are applicable in relation to him or her;
of particulars of any change in respect of the particulars referred to in paragraph (a) of which notice has been given to the company including the consideration (if any) received as a result of the event giving rise to the change; and
of such events and matters affecting or relating to himself or herself as are necessary for the purposes of compliance by the company with section 173A that are applicable in relation to him or her.
A notice under subsection (1) must be given —
in the case of a notice under subsection (1)(a), within 2 business days after —
the date on which the director became a director or the chief executive officer became a chief executive officer, as the case may be; or
the date on which the director or chief executive officer (as the case may be) became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts,whichever last occurs; and
in the case of a notice under subsection (1)(b), within 2 business days after the occurrence of the event giving rise to the change mentioned in that paragraph.
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.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
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 the existence of which was necessary to constitute the offence and that —
he or she was not so aware on the date of the information or summons; or
he or she became so aware less than 7 days before the date of the summons.
For the purposes of subsection (4), a person is conclusively presumed to have been aware at a particular time of a fact or occurrence —
of which the person would, if the person had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time; or
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her master’s or principal’s interest or interests in a share in or a debenture of or participatory interest issued by the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master’s or principal’s affairs, have been aware at that time.
In this section —
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
a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest.
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 those provisions a reference to a share is a reference to a debenture or participatory interest.
debenture
“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, order for the payment of money or bill of exchange;(b)subject to the regulations, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months;(c)for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be;
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 the repealed section 134 as in force immediately before 5 October 1973.
register
“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) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
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 not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.
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;
Subsection (1)(a) and (b) does not apply to a person —
who is a director or chief executive officer of a listed company; and
who is required to make disclosure of the matters referred to in subsection (1)(a) and (b) of this section under section 133 of the Securities and Futures Act 2001.
Terms defined in this Act
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;
debenture
Defined · s 4“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, order for the payment of money or bill of exchange;(b)subject to the regulations, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months;(c)for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be;
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;
listed
Defined · s 4“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;
register
Defined · s 386AB“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) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
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;
unit
Defined · s 4“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 any such right or interest in the share, debenture or other interest;
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