Companies Act 1967 · 2020 Revised Edition · Part 4 · Shares, Debentures and Charges
76K. Treasury shares: disposal and cancellation
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
Subject to subsection (1A), where shares are held by a private company as treasury shares, the company may at any time —
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means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section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;
sell the shares (or any of them) for cash;
transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for employees, directors or other persons;
transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person;
cancel the shares (or any of them); or
sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.
A private company may cancel or dispose of treasury shares pursuant to subsection (1) by lodging a prescribed notice of the cancellation or disposal of treasury shares with the Registrar together with the prescribed fee.
A cancellation or disposal of treasury shares 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).
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
Where shares are held by a public company as treasury shares, the company may at any time —
sell the shares (or any of them) for cash;
transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for its employees, directors or other persons;
transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person;
cancel the shares (or any of them); or
sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.
Where a public company cancels or disposes treasury shares in accordance with subsection (1C), the directors of the company must lodge with the Registrar a prescribed notice of the cancellation or disposal of treasury shares together with the prescribed fee within 30 days after the cancellation or disposal of treasury shares.
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
In subsections (1)(a) and (1C)(a), “cash”, in relation to a sale of shares by a company, means —
cash (including foreign currency) received by the company;
a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid;
a release of a liability of the company for a liquidated sum; or
an undertaking to pay cash to the company on or before a date not more than 90 days after the date on which the company agrees to sell the shares.
But if the company receives a notice under section 215 (Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority) that a person desires to acquire any of the shares, the company must not, under subsection (1) or (1C) (as the case may be), sell or transfer the shares to which the notice relates except to that person.
The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) or (1C) (as the case may be) without complying with section 78B (Reduction of share capital by private company), 78C (Reduction of share capital by public company) or 78I (Court order approving reduction).
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;
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
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