Companies Act 1967 · 2020 Revised Edition · Part 1 · Preliminary
7. Interests in shares
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
The following subsections have effect for the purposes of Division 4 of Part 4 and sections 163, 164 and 165 and subsection (6A), in addition, also has effect for the purposes of section 244.
Subject to this section, a person has an interest in shares if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those shares.
Authority
“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
For the purposes of subsection (1A), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular shares is, or is capable of being made, subject to restraint or restriction.
Where any property held in trust consists of or includes shares and a person knows, or has reasonable grounds for believing, that the person has an interest under the trust, the person is deemed to have an interest in those shares.
A unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001 —
unit
“unit”, in relation to a share, debenture or other interest, means any right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever name called and includes any option to acquire any such right or interest in the share, debenture or other interest;
that is the subject of an offer of units within the meaning of section 283 of that Act and that has been so subscribed or purchased; or
that is issued for the purpose of an offer of units within the meaning of section 283 of that Act and is held by the manager of the collective investment scheme concerned,does not constitute an interest in a share.
Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share and —
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;
the body corporate is, or its directors are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of a person; or
a person has a controlling interest in the body corporate,that person is deemed to have an interest in that share.
Where a body corporate has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a share and —
a person is;
the associates of a person are; or
a person and the person’s associates are,entitled to exercise or control the exercise of not less than 20% of the voting power in the body corporate, that person is deemed to have an interest in that share.
For the purposes of subsection (4A), a person is an associate of another person if the firstmentioned person is —
a subsidiary of that other person;
a person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the share mentioned in subsection (4A); or
a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the share mentioned in subsection (4A).
Where a person —
has entered into a contract to purchase a share;
has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to the person or to the person’s order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;
has the right to acquire a share, or an interest in a share, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or
is entitled (otherwise than by reason of the person having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members) to exercise or control the exercise of a right attached to a share, not being a share of which the person is the registered holder,that person is deemed to have an interest in that share.
For the purposes of Division 4 of Part 4 and sections 163 to 165 and 244, a book‑entry security is to be treated as if it were an interest in a share.
A person is not to be deemed not to have an interest in a share by reason only that the person has the interest in the share jointly with another person.
It is immaterial, for the purposes of determining whether a person has an interest in a share, that the interest cannot be related to a particular share.
There is to be disregarded —
an interest in a share if the interest is that of a person who holds the share as bare trustee;
an interest in a share if the interest is that of a person whose ordinary business includes the lending of money if the person holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;
an interest of a person in a share, if that interest is an interest held by the person by reason of the person holding a prescribed office;
an interest of a company in its own shares if that interest is purchased or otherwise acquired in accordance with sections 76B to 76G (including treasury shares); and
a prescribed interest in a share, being an interest of such person, or of the persons included in such class of persons, as is prescribed.
An interest in a share is not to be disregarded by reason only of —
its remoteness;
the manner in which it arose; or
the fact that the exercise of a right conferred by the interest is, or is capable of being made, subject to restraint or restriction.
Terms defined in s 4
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;
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;
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
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;
unit
Defined · s 4“unit”, in relation to a share, debenture or other interest, means any right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever name called and includes any option to acquire any such right or interest in the share, debenture or other interest;
Part 2
Administration of This Act
Part 3
Constitution of Companies
Part 4
Shares, Debentures and Charges
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