Singapore legislation

Clause 12

of Companies (Amendment) Bill

Clause 12

Amendment of section 27

Section 27 of the Companies Act is amended —

(a)

by inserting, at the end of subsection (1)(b), the word “or”;

(b)

by deleting paragraph (c) of subsection (1);

(c)

by deleting subsection (2) and substituting the following subsections:“(2) Notwithstanding anything in this section and section 28 (other than section 28(4)), where the Registrar is satisfied that the company has been registered (whether through inadvertence or otherwise) by a name which —

(a)

is a name referred to in subsection (1)(a), (b) or (d); or

(b)

so nearly resembles the name of another company or corporation or a business name as to be likely to be mistaken for it,the Registrar may direct the first-mentioned company to change its name, and the company shall comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.(2A) Any person may apply, in writing, to the Registrar to give a direction to a company under subsection (2) on a ground referred to in that subsection; but the Registrar shall not consider any application to give a direction to a company on the ground referred to in subsection (2)(b) unless the Registrar receives the application within 12 months from the date of incorporation of the company.(2B) If the company fails to comply with subsection (2), the company and its officers shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty. (2C) The Registrar may, if he is satisfied that the company to which the direction under subsection (2) was given had applied for registration under that name in bad faith, require the company to pay the Registrar such fees as may be prescribed by the Minister, and such fees shall be recoverable as a debt due to the Government.(2D) The Registrar may, by publication in the Gazette, make such rules as he considers appropriate for the purposes of determining the matters referred to in subsections (1) and (2).”;

(d)

by deleting the words “subsection (1)” in subsection (3) and substituting the words “this section and section 28”;

(e)

by inserting, immediately after the words “subsection (2)” in subsection (5), the words “or (2C)”;

(f)

by deleting the word “A” in subsection (7) and substituting the words “Subject to section 29, a”;

(g)

by deleting the words “section 19(1)” in the 1st and 2nd lines of subsection (11) and substituting the words “section 19(3)”; and

(h)

by deleting the words “or under any other name that, in the opinion of the Registrar, so closely resembles the reserved name as to be likely to be mistaken for that name” in the 5th, penultimate and last lines of subsection (14).