Companies Act 1967 · 2020 Revised Edition · Part 7 · Arrangements, Reconstructions and Amalgamations
216A. Derivative or representative actions
Last amended by an amending law of 2021. 2 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
In this section and section 216B, “complainant” means —
any member of a company;
the Minister, in the case of a declared company under Part 9; or
any other person who, in the discretion of the Court, is a proper person to make an application under this section.
Subject to subsection (3), a complainant may apply to the Court for permission to bring an action or arbitration in the name and on behalf of the company or intervene in an action or arbitration to which the company is a party for the purpose of prosecuting, defending or discontinuing the action or arbitration on behalf of the company.
No action or arbitration may be brought and no intervention in an action or arbitration may be made under subsection (2) unless the Court is satisfied that —
the complainant has given 14 days’ notice to the directors of the company of the complainant’s intention to apply to the Court under subsection (2) if the directors of the company do not bring, diligently prosecute or defend or discontinue the action or arbitration;
the complainant is acting in good faith; and
it appears to be prima facie in the interests of the company that the action or arbitration be brought, prosecuted, defended or discontinued.
Where a complainant on an application can establish to the satisfaction of the Court that it is not expedient to give notice as required in subsection (3)(a), the Court may make such interim order as it thinks fit pending the complainant giving notice as required.
In granting permission under this section, the Court may make such orders or interim orders as it thinks fit in the interests of justice, including (but not limited to) the following:
an order authorising the complainant or any other person to control the conduct of the action or arbitration;
an order giving directions for the conduct of the action or arbitration by the person so authorised;
an order requiring the company to pay reasonable legal fees and disbursements incurred by the complainant in connection with the action or arbitration.
Where the action has been commenced or is to be brought in the State Courts, an application for permission under subsection (2) must be made in a District Court.
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
declared company
Defined · s 229“declared company” means a company or foreign company which the Minister has by order declared to be a company to which this Part applies;
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;
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