Companies Act 1967 · 2020 Revised Edition · Part 4 · Shares, Debentures and Charges
76B. Company may acquire its own shares
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
Despite section 76, a company may, in accordance with this section and sections 76C to 76G, purchase or otherwise acquire shares issued by it if it is expressly permitted to do so by its constitution.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
This section and sections 76C to 76G apply to ordinary shares, stocks and preference shares.
The total number of ordinary shares and stocks in any class that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of ordinary shares and stocks of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E unless —
the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or
the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company.
Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of ordinary shares and stocks of the company in any class is, despite subsection (3)(a) and (b), taken to be the total number of ordinary shares and stocks of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be.
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 total number of preference shares in any class which are not redeemable under section 70 that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of non‑redeemable preference shares of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E, unless —
the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or
the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company.
Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of non‑redeemable preference shares of the company in any class is, despite subsection (3B)(a) and (b), taken to be the total number of non‑redeemable preference shares of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be.
There is no limit on the number of redeemable preference shares that may be purchased or acquired by a company during the relevant period.
For the purposes of this section, any of the company’s ordinary shares held as treasury shares is to be disregarded.
In subsections (3), (3B) and (3D), “relevant period” means the period —
commencing from the date of a resolution passed pursuant to section 76C, 76D, 76DA or 76E (as the case may be); and
expiring on the date the next annual general meeting is or is required by law to be held, whichever is the earlier.
Ordinary shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are, unless held in treasury in accordance with section 76H, deemed to be cancelled immediately on purchase or acquisition.
Preference shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are deemed to be cancelled immediately on purchase or acquisition.
On the cancellation of a share under subsection (5) or (5A), the rights and privileges attached to that share expire.
A private company may purchase or acquire any of its shares under section 76C, 76D, 76DA or 76E by lodging the following with the Registrar:
private company
“private company” means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
a copy of a resolution mentioned in section 76C, 76D, 76DA or 76E;
a notice of purchase or acquisition in the prescribed form with the following particulars:
the date of the purchase or acquisition;
the number of shares purchased or acquired;
the number of shares cancelled;
the number of shares held as treasury shares;
the company’s issued share capital before the purchase or acquisition;
the company’s issued share capital after the purchase or acquisition;
the amount of consideration paid by the company for the purchase or acquisition of the shares;
whether the shares were purchased or acquired out of the profits or the capital of the company; (ix)such other particulars as may be required in the prescribed form.
A purchase or acquisition by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).
register
“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
Where a public company purchases or acquires shares issued by it under section 76C, 76D, 76DA or 76E —
within 30 days after the passing of a resolution mentioned in section 76C, 76D, 76DA or 76E (as the case may be) the directors of the company must lodge with the Registrar a copy of the resolution;
within 30 days after the purchase or acquisition of the shares, the directors of the company must lodge a notice of purchase or acquisition in the prescribed form with the following particulars:
the date of the purchase or acquisition;
the number of shares purchased or acquired;
the number of shares cancelled;
the number of shares held as treasury shares;
the company’s issued share capital before the purchase or acquisition;
the company’s issued share capital after the purchase or acquisition;
the amount of consideration paid by the company for the purchase or acquisition of the shares;
whether the shares were purchased or acquired out of the profits or the capital of the company;
such other particulars as may be required in the prescribed form; and
for the purposes of this section, shares are deemed to be purchased or acquired on the date on which the company would, apart from subsection (5), become entitled to exercise the rights attached to the shares.
Nothing in this section or in sections 76C to 76G is to be construed so as to limit or affect an order of the Court made under any section that requires a company to purchase or acquire its own shares.
Terms defined in this Act
annual general meeting
Defined · s 4“annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175;
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;
private company
Defined · s 4“private company” means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
register
Defined · s 386AB“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
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