Companies Act 1967 · 2020 Revised Edition · Part 3 · Constitution of Companies
33. Alterations of objects in constitution
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
Subject to this section, a company may by special resolution alter the provisions of its constitution with respect to the objects of the company, if any.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
Where a company proposes to alter its constitution, with respect to the objects of the company, it must give 21 days’ written notice by post or by electronic communications in accordance with section 387A or 387C, specifying the intention to propose the resolution as a special resolution and to submit it for passing at a meeting of the company to be held on a day specified in the notice.
constitution
“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;
The notice must be given to all members, and to all trustees for debenture holders and, if there are no trustees for any class of debenture holders, to all debenture holders of that class whose names are, at the time of the posting of the notice, known to the company.
debenture
“debenture” includes debenture stock, bonds, notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not, but does not include —(a)a cheque, letter of credit, order for the payment of money or bill of exchange;(b)subject to the regulations, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months;(c)for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be;
The Court may in the case of any person or class of persons for such reasons as to it seem sufficient dispense with the notice required by subsection (2).
If an application for the cancellation of an alteration is made to the Court in accordance with this section by —
the holders of not less in the aggregate than 5% of the total number of issued shares of the company or any class of those shares or, if the company is not limited by shares, not less than 5% of the company’s members; or
the holders of not less than 5% in nominal value of the company’s debentures,the alteration does not have effect except so far as it is confirmed by the Court.
For the purposes of subsection (5), any of the company’s issued shares held as treasury shares is to be disregarded.
The application must be made within 21 days after the date on which the resolution altering the company’s objects was passed, and may be made on behalf of the persons entitled to make the application by such one or more of their number as they appoint in writing for the purpose.
On the application, the Court —
must have regard to the rights and interests of the members of the company or of any class of them as well as to the rights and interests of the creditors;
may if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase (otherwise than by the company) of the interests of dissentient members;
may give such directions and make such orders as it thinks expedient for facilitating or carrying into effect any such arrangement; and
may make an order cancelling the alteration or confirming the alteration either wholly or in part and on such terms and conditions as it thinks fit.
Despite any other provision of this Act, a copy of a resolution altering the objects of a company must not be lodged with the Registrar before the expiration of 21 days after the passing of the resolution, or if any application to the Court has been made, before the application has been determined by the Court, whichever is the later.
A copy of the resolution must be lodged with the Registrar by the company within 14 days after the expiration of the 21 days mentioned in subsection (8), but if an application has been made to the Court in accordance with this section, the copy must be lodged with the Registrar together with a copy of the order of the Court within 14 days after the application has been determined by the Court.
lodged
“lodged” means lodged under this Act or any corresponding previous written law;
On compliance by a company with subsection (9), the alteration (if any) of the objects takes effect.
To avoid doubt, a reference in this section to the alteration of any provision of the constitution of a company or the alteration of the objects of a company includes the removal of that provision or of all or any of those objects.
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;
debenture
Defined · s 4“debenture” includes debenture stock, bonds, notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not, but does not include —(a)a cheque, letter of credit, order for the payment of money or bill of exchange;(b)subject to the regulations, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months;(c)for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
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