Companies Act 1967 · 2020 Revised Edition · Part 4 · Shares, Debentures and Charges
60. Requirements as to statements in lieu of prospectus
Official textFrom Singapore Statutes Online, unchanged
To comply with the requirements of this Act, a statement in lieu of prospectus lodged by or on behalf of a company —
must be signed by every person who is named therein as a director or a proposed director of the company or by the person’s agent authorised in writing;
must, subject to Part 3 of the Sixth Schedule, be in the form of and state the matters specified in Part 1 of that Schedule and set out the reports specified in Part 2 of that Schedule; and
must, where the persons making any report specified in Part 2 of that Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of Part 3 of that Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor.
The Registrar must not accept for registration any statement in lieu of prospectus unless it appears to the Registrar to comply with the requirements of this Act.
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
Where in any statement in lieu of prospectus there is any untrue statement or wilful non‑disclosure, any director who signed the statement in lieu of prospectus shall, unless he or she proves either that the untrue statement or non‑disclosure was immaterial or that he or she had reasonable ground to believe and did up to the time of the delivery for registration of the statement in lieu of prospectus believe that the untrue statement was true or the non‑disclosure immaterial, 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 or to both.
prospectus
“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —(a)inviting applications or offers from the public to subscribe for or purchase; or(b)offering to the public for subscription or purchase,any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 257 of the Securities and Futures Act 2001, but does not include —(c)a profile statement; or(d)any material, advertisement or publication which is authorised by section 251 (other than subsection (5)) of that Act;
Terms defined in this Act
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;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
prospectus
Defined · s 4“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —(a)inviting applications or offers from the public to subscribe for or purchase; or(b)offering to the public for subscription or purchase,any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 257 of the Securities and Futures Act 2001, but does not include —(c)a profile statement; or(d)any material, advertisement or publication which is authorised by section 251 (other than subsection (5)) of that Act;
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.
Part 5
Management and Administration
Part 6
Financial Statements and Audit
Part 7
Arrangements, Reconstructions and Amalgamations
Part 8
Part 8A
Part 9
Investigations
Part 10
Dissolution
Part 10A
Transfer of Registration
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12