Companies Act 1967 · 2020 Revised Edition · Part 7 · Arrangements, Reconstructions and Amalgamations
215B. Amalgamation proposal
Last amended by an amending law of 2024. 2 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
An amalgamation proposal must contain the terms of an amalgamation under section 215A and, in particular —
the name of the amalgamated company;
the registered office of the amalgamated company;
the full name of every director of the amalgamated company;
the residential address and contact address of every director of the amalgamated company which is contained in the register of directors kept by the Registrar under section 173(1)(a) in respect of the company;
the share structure of the amalgamated company, specifying —
the number of shares of the amalgamated company;
the rights, privileges, limitations and conditions attached to each share of the amalgamated company; and
whether the shares are transferable or non‑transferable and, if transferable, whether their transfer is subject to any condition or limitation;
a copy of the constitution of the amalgamated company;
the manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company;
if shares of an amalgamating company are not to be converted into shares of the amalgamated company, the consideration that the holders of those shares are to receive instead of shares of the amalgamated company;
any payment to be made to any member or director of an amalgamating company, other than a payment of the kind described in paragraph (g); and
details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company.
An amalgamation proposal may specify the date on which the amalgamation is intended to become effective.
If shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal —
must provide for the cancellation of those shares without payment or the provision of other consideration when the amalgamation becomes effective; and
must not provide for the conversion of those shares into shares of the amalgamated company.
A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.
share
“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;
For the purposes of subsection (1)(a), the name of the amalgamated company may be —
name
“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
the name of one of the amalgamating companies; or
a new name that has been reserved under section 27(12B).
Terms defined in this Act
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;
contact address
Defined · s 4“contact address”, in relation to an individual, means an address that meets all of the following conditions:(a)it is a physical address at which the individual can be physically found or contacted by post;(b)it is not a post office box number;(c)it is located in the same jurisdiction as the individual’s residential address;
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;
full name
Defined · s 4“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
name
Defined · s 4“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
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;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
residential address
Defined · s 4“residential address” means —(a)in the case of a person registered under the National Registration Act 1965 — the place of residence of that person as registered under that Act; or(b)in the case of a person not registered under the National Registration Act 1965 — the usual residential address of that person;
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;
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