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laws.sgby aturio
In forceAmended2020 Revised Edition
Contents

Part 5 · Management and Administration

179. Quorum, chairperson, voting, etc., at meetings

Amended

Last amended by an amending law of 2014.

(1)

So far as the constitution does not make other provision in that behalf and subject to sections 64 and 64A —

(a)

2 members of the company personally present form a quorum;

(b)

any member elected by the members present at a meeting may be chairperson thereof;

(c)

in the case of a company having a share capital —

(i)

on a show of hands, each member who is personally present and entitled to vote has one vote; and

(ii)

on a poll, each member has one vote in respect of each share held by the member and where all or part of the share capital consists of stock or units of stock each member has one vote in respect of the stock or units of stock held by the member which is or are or were originally equivalent to one share; and

(d)

in the case of a company not having a share capital every member has one vote.

(2)

On a poll taken at a meeting a person entitled to more than one vote need not, if the person votes, use all the person’s votes or cast all the votes the person uses in the same way.

(3)

A corporation may by resolution of its directors or other governing body —

(a)

if it is a member of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the company or of any class of members; or

(b)

if it is a creditor, including a holder of debentures, of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of any creditors of the company,and a person so authorised is, in accordance with the person’s authority and until the person’s authority is revoked by the corporation, entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company.

(4)

Where —

(a)

a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and

(b)

the person is not otherwise entitled to be present at the meeting as a member or proxy or as a corporate representative of another member,the corporation is, for the purposes of subsection (1), deemed to be personally present at the meeting.

(5)

Subject to section 41(8) and (9), a certificate under the seal of the corporation is prima facie evidence of the appointment or of the revocation of the appointment (as the case may be) of a representative pursuant to subsection (3).

(6)

Where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary and a minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any act, matter, or thing, or any ordinary or special resolution, required by this Act or by the constitution of the subsidiary to be made, performed, or passed by or at an ordinary general meeting or an extraordinary general meeting of the subsidiary has been made, performed, or passed, that act, matter, thing, or resolution is, for all purposes, deemed to have been duly made, performed, or passed by or at an ordinary general meeting, or as the case requires, by or at an extraordinary general meeting of the subsidiary.

(7)

Where by or under any provision of this Act any notice, copy of a resolution or other document relating to any matter is required to be lodged by a company with the Registrar, and a minute mentioned in subsection (6) is signed by the representative pursuant to that subsection and the minute relates to such a matter the company must within 14 days after the signing of the minute lodge a copy thereof with the Registrar.

(8)

For the purposes of this section, any reference to a member of a company does not include the company itself where it is such a member by virtue of its holding shares as treasury shares.

Report

Read on from s 180

Part 6

Financial Statements and Audit

Read on from Part 6

Part 7

Arrangements, Reconstructions and Amalgamations

Read on from Part 7

Part 8

Read on from Part 8

Part 8A

Read on from Part 8A

Part 9

Investigations

Read on from Part 9

Part 10

Dissolution

Read on from Part 10

Part 10A

Transfer of Registration

Read on from Part 10A

Part 11

Various Types of Companies, Etc.

Read on from Part 11

Part 11A

Register of Controllers, Nominee Directors and Nominee Shareholders of Companies

Read on from Part 11A

Part 12

General

Read on from Part 12

Schedules

Read on from Schedules