Companies Act 1967 · 2020 Revised Edition · Part 7 · Arrangements, Reconstructions and Amalgamations
212. Approval of compromise or arrangement by Court
Last amended by an amending law of 2018. 3 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
Where an application is made to the Court under this Part or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 for the approval of a compromise or arrangement and it is shown to the Court that the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any 2 or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (called in this section the transferor company) is to be transferred to another company (called in this section the transferee company), the Court may either by the order approving the compromise or arrangement or by any subsequent order provide for all or any of the following matters:
the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of the transferor company;
the allotting or appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person;
the continuation by or against the transferee company of any legal proceedings pending by or against the transferor company;
the dissolution, without winding up, of the transferor company;
the provision to be made for any persons who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement;
such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out.
[Deleted by Act 40 of 2018]
Where an order made under this section provides for the transfer of property or liabilities, then by virtue of the order that property is transferred to and vests in, and those liabilities are transferred to and become the liabilities of, the transferee company, free in the case of any particular property if the order so directs, from any charge which is by virtue of the compromise or arrangement to cease to have effect.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
Where an order is made under this section, every company in relation to which the order is made must lodge within 7 days of the making of the order —
a copy of the order with the Registrar; and
where the order relates to land, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land,and every company which makes default in complying with this section and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
No vesting order, referred to in this section, has any effect or operation in transferring or otherwise vesting land until the appropriate entries are made with respect to the vesting of that land by the appropriate authority.
Authority
“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
In this section —
“liabilities” includes duties;
“property” includes property, rights and powers of every description.
In this section, “company” means any corporation liable to be wound up under the Insolvency, Restructuring and Dissolution Act 2018.
corporation
“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;
Terms defined in this Act
Authority
Defined · s 4“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
charge
Defined · s 4“charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;
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;
default penalty
Defined · s 4“default penalty” means a default penalty within the meaning of section 408;
office copy
Defined · s 4“office copy”, in relation to any Court order or other Court document, means a copy authenticated under the hand or seal of the Registrar or other proper officer of the Court;
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;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
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 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