Companies Act 1967 · 2020 Revised Edition · Part 5 · Management and Administration
172B. Third party indemnity
Last amended by an amending law of 2025. 2 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
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 —
officer
“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;
any liability of the officer to pay —
a fine in criminal proceedings; or
a sum payable to a regulatory authority by way of a penalty in respect of non‑compliance with any requirement of a regulatory nature (however arising); or
any liability incurred by the officer —
in defending criminal proceedings in which he or she is convicted;
in defending civil proceedings brought by the company or a company that is deemed to be related to the company by virtue of section 6, in which judgment is given against him or her; or
in connection with an application for relief referred to in subsection (4) in which the court refuses to grant him or her relief.
The references in subsection (1)(b) to a conviction, judgment or refusal of relief are references to the final decision in the proceedings.
For the purposes of subsection (2) —
a conviction, judgment or refusal of relief becomes final —
if it is not appealed against — at the end of the period for bringing an appeal; or
if it is appealed against — at the time when the appeal (or any further appeal) is disposed of; and
an appeal (or further appeal) is disposed of —
if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or
if it is abandoned or otherwise ceases to have effect.
The reference in subsection (1)(b)(iii) to an application for relief is to an application for relief under section 76A(13) or 391.
Terms defined in s 4
Authority
Defined · s 4“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
company
Defined · s 4“company” means a company incorporated under this Act or under 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;
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