Companies Act 1967 · 2020 Revised Edition · Part 4 · Shares, Debentures and Charges
78A. Preliminary
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
A company may reduce its share capital under the provisions of this Division in any way and, in particular, do all or any of the following:
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
extinguish or reduce the liability on any of its shares in respect of share capital not paid up;
cancel any paid‑up share capital which is lost or unrepresented by available assets;
return to shareholders any paid‑up share capital which is more than it needs.
A company may not reduce its share capital in any way except by a procedure provided for it by the provisions of this Division.
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;
A company’s constitution may exclude or restrict any power to reduce share capital conferred on the company by this Division.
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;
In this Division —
“reduction information”, in relation to a proposed reduction of share capital by a special resolution of a company, means the following information:
the amount of the company’s share capital that is thereby reduced;
the number of shares that are thereby cancelled;
“resolution date”, in relation to a resolution, means the date when the resolution is passed.
This Division does not apply to an unlimited company, and does not preclude such a company from reducing in any way its share capital.
unlimited company
“unlimited company” means a company formed on the principle of having no limit placed on the liability of its members;
This Division does not apply to any redemption of preference shares issued by a company under section 70(1) which results in a reduction in the company’s share capital.
This Division does not apply to the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G.
Terms defined in s 4
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;
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;
unlimited company
Defined · s 4“unlimited company” means a company formed on the principle of having no limit placed on the liability of its members;
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