Companies Act 1967 · 2020 Revised Edition · Part 12 · General
403. Dividends payable from profits only
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
No dividend is payable to the share‑holders of any company except out of profits.
share
“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;
Subject to subsection (1B), any profits of a company applied towards the purchase or acquisition of its own shares in accordance with sections 76B to 76G are not payable as dividends to the shareholders of the company.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
Subsection (1A) does not apply to any part of the proceeds received by the company as consideration for the sale or disposal of treasury shares which the company has applied towards the profits of the company.
Any gains derived by the company from the sale or disposal of treasury shares are not payable as dividends to the shareholders of the company.
Every director or chief executive officer of a company who wilfully pays or permits to be paid any dividend in contravention of this section —
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;
shall, without prejudice to any other liability, be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months; and
shall also be liable to the creditors of the company for the amount of the debts due by the company to them respectively to the extent by which the dividends so paid have exceeded the profits and such amount may be recovered by the creditors or the liquidator suing on behalf of the creditors.
If the whole amount is recovered from one director or chief executive officer, he or she may recover contribution against any other person liable who has directed or consented to such payment.
chief executive officer
“chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who —(a)is in direct employment of, or acting for or by arrangement with, the company; and(b)is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be;
No liability by this section imposed on any person extends or passes, on the death of such person to the person’s executors or administrators nor is the estate of any such person after the person’s death liable under this section.
In this section, “dividend” includes bonus and payment by way of bonus.
Terms defined in s 4
chief executive officer
Defined · s 4“chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who —(a)is in direct employment of, or acting for or by arrangement with, the company; and(b)is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be;
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
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;
liquidator
Defined · s 4“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;
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;