Companies Act 1967 · 2020 Revised Edition · Part 3 · Constitution of Companies
31. Change from public to private company
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
A public company having a share capital may convert to a private company by lodging with the Registrar —
a copy of a special resolution —
determining to convert to a private company and specifying an appropriate alteration to its name; and
altering the provisions of its constitution so far as is necessary to impose the restrictions and limitations referred to in section 18(1);
a list of persons holding shares in the company in the prescribed form; and
such other information relating to the company or its members and officers as may be prescribed.
A private company may, subject to its constitution, convert to a public company by lodging with the Registrar —
private company
“private company” means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
a copy of a special resolution determining to convert to a public company and specifying an appropriate alteration to its name;
a statement in lieu of prospectus; and
a declaration in the prescribed form verifying that section 61(2)(b) has been complied with,and thereupon the restrictions and limitations referred to in section 18(1) as included in or deemed to be included in the constitution of such company cease to form part of the constitution.
On compliance by a company with subsection (1) or (2) and on the issue of a notice of incorporation altered accordingly the company becomes a private company or a public company (as the case requires).
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
The public company referred to in subsection (2) must, within 14 days after the issue of the notice of incorporation referred to in subsection (3), lodge with the Registrar in the prescribed form a list of persons holding shares in the company.
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
A conversion of a company pursuant to subsection (1) or (2) does not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that could have been continued or commenced by or against it prior to the conversion may, despite any change in the company’s name or capacity in consequence of the conversion, be continued or commenced by or against it after the conversion.
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;
Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company with the new status.
Terms defined in s 4
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;
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;
private company
Defined · s 4“private company” means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
prospectus
Defined · s 4“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —(a)inviting applications or offers from the public to subscribe for or purchase; or(b)offering to the public for subscription or purchase,any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 257 of the Securities and Futures Act 2001, but does not include —(c)a profile statement; or(d)any material, advertisement or publication which is authorised by section 251 (other than subsection (5)) of that Act;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
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 4
Shares, Debentures and Charges
Part 5
Management and Administration
Part 6
Financial Statements and Audit
Part 7
Arrangements, Reconstructions and Amalgamations
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