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laws.sgby aturio
In forceAmended2020 Revised Edition
Contents

Part 1 · Preliminary

5. Definition of subsidiary and holding company

Amended

Last amended by an amending law of 2014.

(1)

For the purposes of this Act, a corporation is, subject to subsection (3), deemed to be a subsidiary of another corporation, if —

(a)

that other corporation —

(i)

controls the composition of the board of directors of the firstmentioned corporation; or

(ii)

controls more than half of the voting power of the firstmentioned corporation; or

(b)

the firstmentioned corporation is a subsidiary of any corporation which is that other corporation’s subsidiary.

(2)

For the purposes of subsection (1), the composition of a corporation’s board of directors is deemed to be controlled by another corporation if that other corporation by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation is deemed to have power to make such an appointment if —

(a)

a person cannot be appointed as a director without the exercise in his or her favour by that other corporation of such a power; or

(b)

a person’s appointment as a director follows necessarily from his or her being a director or other officer of that other corporation.

(3)

In determining whether one corporation is a subsidiary of another corporation —

(a)

any shares held or power exercisable by that other corporation in a fiduciary capacity is to be treated as not held or exercisable by it;

(b)

subject to paragraphs (c) and (d), any shares held or power exercisable —

(i)

by any person as a nominee for that other corporation (except where that other corporation is concerned only in a fiduciary capacity); or

(ii)

by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary which is concerned only in a fiduciary capacity,is to be treated as held or exercisable by that other corporation;

(c)

any shares held or power exercisable by any person by virtue of the provisions of any debentures of the firstmentioned corporation or of a trust deed for securing any issue of such debentures is to be disregarded; and

(d)

any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) is to be treated as not held or exercisable by that other corporation if the ordinary business of that other corporation or its subsidiary (as the case may be) includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business.

(4)

A reference in this Act to the holding company of a company or other corporation is a reference to a corporation of which that last mentioned company or corporation is a subsidiary.

(5)

For the purposes of this Act, the Depository is not to be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee.

Report

Read on from s 5A

Part 2

Administration of This Act

Read on from Part 2

Part 3

Constitution of Companies

Read on from Part 3

Part 4

Shares, Debentures and Charges

Read on from Part 4

Part 5

Management and Administration

Read on from Part 5

Part 6

Financial Statements and Audit

Read on from Part 6

Part 7

Arrangements, Reconstructions and Amalgamations

Read on from Part 7

Part 8

Read on from Part 8

Part 8A

Read on from Part 8A

Part 9

Investigations

Read on from Part 9

Part 10

Dissolution

Read on from Part 10

Part 10A

Transfer of Registration

Read on from Part 10A

Part 11

Various Types of Companies, Etc.

Read on from Part 11

Part 11A

Register of Controllers, Nominee Directors and Nominee Shareholders of Companies

Read on from Part 11A

Part 12

General

Read on from Part 12

Schedules

Read on from Schedules