Companies Act 1967 · 2020 Revised Edition · Part 11 · Various Types of Companies, Etc.
366. Interpretation of this Division
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
In this Division, unless the contrary intention appears —
“authorised representative”, in relation to a foreign company, means —
foreign company
“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
in the case of a foreign company registered before 3 January 2016 — the agent of the foreign company as defined by this section in force immediately before that date; and
registered
“registered” means registered under this Act or any corresponding previous enactment;
in the case of a foreign company registered on or after 3 January 2016 — the person named in a notice lodged under section 368(1)(e);
lodged
“lodged” means lodged under this Act or any corresponding previous written law;
“carrying on business” —
includes the administration, management or otherwise dealing with property situated in Singapore as an agent, a legal personal representative, or a trustee, whether by employees or agents or otherwise; and
does not exclude activities carried on without a view to any profit.
Despite subsection (1), a foreign company is not to be regarded as carrying on business in Singapore for the reason only that in Singapore it —
is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute;
holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs;
maintains any bank account;
effects any sale through an independent contractor;
solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore;
creates evidence of any debt or creates a charge on movable or immovable property;
secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts;
conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time;
invests any of its funds or holds any property;
establishes a share transfer or share registration office in Singapore;
effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore, established under the Monetary Authority of Singapore Act 1970, under an arrangement approved by the Monetary Authority of Singapore; or
carries on such other activity as the Minister may prescribe.
Terms defined in this Act
Authority
Defined · s 4“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
charge
Defined · s 4“charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;
foreign company
Defined · s 4“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
registration
Defined · s 356“registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and “register” and “registered” are to be construed accordingly.
related corporation
Defined · s 4“related corporation”, in relation to a corporation, means a corporation that is deemed to be related to the firstmentioned corporation by virtue of section 6;
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 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12