Companies Act 1967 · 2020 Revised Edition · Part 12 · General
405. Penalty for carrying on business without registering a corporation and for improper use of words “Limited” and “Berhad”
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
If any person —
other than a foreign company, uses any name or title or trades or carries on business under any name or title which “Limited” or “Berhad” or any abbreviation, imitation or translation of any of those words is the final word; or
in any way holds out that the business is incorporated under this Act,that person shall, unless at that time the business was duly incorporated under this Act, be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
A company must not use the word “Private” or “Sendirian” or any abbreviation thereof as part of its name if it does not fulfil the requirements required by this Act to be fulfilled by private companies and every corporation and every officer of a corporation who is in default 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.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
If a person carrying on a business, the person’s agent or a person acting on the firstmentioned person’s behalf, in any way holds out that the business is registered as a foreign company under this Act when at the material time the business was not so registered, that person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
Terms defined in s 4
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
corporation
Defined · s 4“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —(a)any body corporate that is incorporated in Singapore and is by notification of the Minister in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes;(b)any corporation sole;(c)any cooperative society;(d)any registered trade union; (da)any platform work association registered under the Platform Workers Act 2024; or(e)any limited liability partnership;
default penalty
Defined · s 4“default penalty” means a default penalty within the meaning of section 408;
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;
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;
officer
Defined · s 4“officer”, in relation to a corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of a company appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;