Companies Act 1967 · 2020 Revised Edition · Part 4 · Shares, Debentures and Charges
62B. Transitional provisions for section 62A
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
For the purpose of the operation of this Act on or after 30 January 2006 in relation to a share issued before that date —
the amount paid on the share is the sum of all amounts paid to the company at any time for the share (but not including any premium); and
the amount unpaid on the share is the difference between the price of issue of the share (but not including any premium) and the amount paid on the share.
On 30 January 2006, any amount standing to the credit of a company’s share premium account and any amount standing to the credit of a company’s capital redemption reserve becomes part of the company’s share capital.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
Despite subsection (2), a company may use the amount standing to the credit of its share premium account immediately before 30 January 2006 to —
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;
provide for the premium payable on redemption of debentures or redeemable preference shares issued before that date;
write off —
the preliminary expenses of the company incurred before that date; or
expenses incurred, or commissions or brokerages paid or discounts allowed, on or before that date, for or on any duty, fee or tax payable on or in connection with any issue of shares of the company;
pay up, pursuant to an agreement made before that date, shares which were unissued before that date and which are to be issued on or after that date to members of the company as fully paid bonus shares;
pay up in whole or in part the balance unpaid on shares issued before that date to members of the company; or
pay dividends declared before that date, if such dividends are satisfied by the issue of shares to members of the company.
Despite subsection (2), if the company carries on insurance business in Singapore immediately before 30 January 2006, it may also apply the amount standing to the credit of its share premium account immediately before that date by appropriation or transfer to any fund established and maintained pursuant to the Insurance Act 1966.
Despite subsection (1), the liability of a shareholder for calls in respect of money unpaid on shares issued before 30 January 2006 (whether on account of the par value of the shares or by way of premium) is not affected by the shares ceasing to have a par value.
For the purpose of interpreting and applying, on or after 30 January 2006, a contract (including the constitution of the company) entered into before that date or a trust deed or other document executed before that date —
constitution
“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;
a reference to the par or nominal value of a share is a reference to —
if the share is issued before that date — the par or nominal value of the share immediately before that date;
if the share is issued on or after that date but shares of the same class were on issue immediately before that date — the par or nominal value that the share would have had if it had been issued then; or
if the share is issued on or after that date and shares of the same class were not on issue immediately before that date — the par or nominal value determined by the directors,and a reference to share premium is a reference to any residual share capital in relation to the share;
a reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value equal to the amount paid in respect of the share’s par or nominal value; and
a reference to the aggregate par or nominal value of the company’s issued share capital is a reference to that aggregate as it existed immediately before that date as —
increased to take account of the par or nominal value as defined in paragraph (a) of any shares issued on or after that date; and
reduced to take account of the par or nominal value as defined in paragraph (a) of any shares cancelled on or after that date.
A company may —
at any time before —
the date it is required under section 197(4) in force immediately before 3 January 2016 to lodge its first annual return after 30 January 2006; or
the expiry of 6 months from 30 January 2006,whichever is the earlier; or
within such longer period as the Registrar may, if he or she thinks fit in the circumstances of the case, allow,file with the Registrar a notice in the prescribed form of its share capital.
Unless a company has filed a notice of its share capital under subsection (7), the Registrar may for the purposes of the records maintained by the Authority adopt, as the share capital of the company, the aggregate nominal value of the shares issued by the company as that value appears in the Authority’s records immediately before 30 January 2006.
filed
“filed” means filed under this Act or any corresponding previous written law;
Terms defined in s 4
annual return
Defined · s 4“annual return” means the return required to be lodged under section 197(1);
Authority
Defined · s 4“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
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;
document
Defined · s 4“document” includes summons, order and other legal process, and notice and register;
filed
Defined · s 4“filed” means filed under this Act or any corresponding previous written law;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
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;
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