Companies Act 1967 · 2020 Revised Edition · Part 7 · Arrangements, Reconstructions and Amalgamations
215D. Short form amalgamation
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
A company (called in this subsection the amalgamating holding company) and one or more of its wholly‑owned subsidiaries (called in this subsection the amalgamating subsidiary company) may amalgamate and continue as one company, being the amalgamated holding company or the amalgamated subsidiary company, without complying with sections 215B and 215C if the members of each amalgamating company, by special resolution at a general meeting, resolve to approve an amalgamation of the amalgamating companies on the terms that —
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
in the case —
where the amalgamating companies continue as the amalgamated holding company — the shares of each amalgamating subsidiary company will be cancelled without any payment or any other consideration; or
where the amalgamating companies continue as an amalgamated subsidiary company — the shareholders of the amalgamating holding company are to be issued and hold the same number of shares in the amalgamated subsidiary company as they hold in the amalgamating holding company without any payment or other consideration and the shares of each amalgamating company, except for the shares in the amalgamated subsidiary company which are issued to the shareholders of the amalgamating holding company, will be cancelled without any payment or any other consideration;
the constitution of the amalgamated company will be the same as the constitution of the amalgamating company whose shares are not cancelled;
the directors of the amalgamating holding company and every amalgamating subsidiary company are satisfied that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and
the person or persons named as director or directors in the resolution of each amalgamating company will be the director or directors of the amalgamated company.
Two or more wholly‑owned subsidiary companies of the same corporation may amalgamate and continue as one company without complying with sections 215B and 215C if the members of each amalgamating company, by special resolution at a general meeting, resolve to approve an amalgamation of the amalgamating companies on the terms that —
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;
the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration;
the constitution of the amalgamated company will be the same as the constitution of the amalgamating company whose shares are not cancelled;
the directors of every amalgamating company are satisfied that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and
the person or persons named in each resolution will be the director or directors of the amalgamated company.
The directors of each amalgamating company must, not less than 21 days before the general meeting mentioned in subsection (1) or (2) (as the case may be) give written notice of the proposed amalgamation to every secured creditor of the amalgamating company.
The resolution mentioned in subsection (1) or (2) (as the case may be) is deemed to be an amalgamation proposal that has been approved.
The board of directors of each amalgamating company must, before the commencement of the general meeting mentioned in subsection (1) or (2) (as the case may be), make a solvency statement in relation to the amalgamated company in accordance with section 215J.
Every director who votes in favour of the making of the solvency statement mentioned in subsection (5) must sign a declaration stating —
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;
that, in the director’s opinion, the conditions specified in section 215J(1)(a) and (b) are satisfied; and
the grounds for that opinion.
Any director who contravenes subsection (6) shall be guilty of an offence.
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;
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;
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;
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;
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;
subsidiary company
Defined · s 209A“subsidiary company” means a company that is a subsidiary as defined in the Accounting Standards;
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