Companies Act 1967 · 2020 Revised Edition · Part 11 · Various Types of Companies, Etc.
372. Return to be filed where documents, etc., altered
Last amended by an amending law of 2018. 3 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
Where any change or alteration is made in —
the charter, statutes, constitution, memorandum or articles of the foreign company or other instrument lodged with the Registrar;
the directors of the foreign company;
the authorised representative or authorised representatives of the foreign company;
the particulars of any director or authorised representative of the foreign company which are lodged with the Registrar under section 368(1), other than the director’s or authorised representative’s residential address;
the situation or address or designation of situation or address of the registered office of the foreign company in Singapore or the days or hours during which it is open and accessible to the public;
the address of the registered office of the foreign company in its place of incorporation or origin;
the name of the foreign company;
the description of the business carried on by the foreign company; or
the type of legal form or legal entity of the foreign company,the foreign company must, within 30 days or within such further period as the Registrar in special circumstances allows after the change or alteration, lodge with the Registrar particulars of the change or alteration and such documents as the regulations require.
A director or an authorised representative of a foreign company must lodge with the Registrar a notice of the director’s or authorised representative’s new residential address within 30 days after the date of change.
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;
Where the director or authorised representative mentioned in subsection (1) has changed his or her residential address and has made a report of the change under section 10 of the National Registration Act 1965, the director or authorised representative is to be taken to have informed the Registrar of the change of residential address in compliance with subsection (1A).
authorised representative
“authorised representative”, in relation to a foreign company, means —(a)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(b)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);
If default is made by any director or authorised representative of a foreign company in complying with subsection (1A), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
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;
[Deleted by Act 36 of 2014]
[Deleted by Act 36 of 2014]
If any order is made by a court under any law in force in the country in which a foreign company is incorporated which corresponds to section 210 of this Act or section 71 of the Insolvency, Restructuring and Dissolution Act 2018, the company must, within 30 days or within such further period as the Registrar in special circumstances allows after the order was made, lodge with the Registrar a copy of that order.
Terms defined in this Act
authorised representative
Defined · s 366“authorised representative”, in relation to a foreign company, means —(a)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(b)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);
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;
default penalty
Defined · s 4“default penalty” means a default penalty within the meaning of section 408;
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;
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;
legal entity
Defined · s 386AB“legal entity” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes a foreign company;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
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;
place of incorporation
Defined · s 356“place of incorporation” means, in the case of a foreign corporate entity that had transferred its domicile after its incorporation, the jurisdiction where the foreign corporate entity is domiciled at the time it applies for registration;
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
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.
residential address
Defined · s 4“residential address” means —(a)in the case of a person registered under the National Registration Act 1965 — the place of residence of that person as registered under that Act; or(b)in the case of a person not registered under the National Registration Act 1965 — the usual residential address of that person;
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12