Singapore legislation

Clause 24

of Companies (Amendment) Bill

Clause 24

Amendment of section 29

Section 29 of the Companies Act is amended —

(a)

by deleting the words “the Minister” wherever they appear in subsections (1), (2) and (6) and substituting in each case the words “the Registrar”;

(b)

by deleting subsections (3) and (4) and substituting the following subsections:“(3) The Registrar may grant his approval on such conditions as the Registrar thinks fit, and those conditions shall be binding on the company and shall, if the Registrar so directs, be inserted in the constitution of the company and the constitution may by special resolution be altered to give effect to any such direction.(4) Where the constitution of a company includes, as a result of a direction of the Registrar given pursuant to subsection (3) or pursuant to any corresponding previous written law, a provision that the constitution shall not be altered except with the consent of the Minister, the company may, with the consent of the Minister, by special resolution alter any provision of the constitution.”;

(c)

by inserting, immediately after subsection (6), the following subsection:“(6A) If the Registrar is of the opinion that a company has ceased to satisfy the conditions of approval granted under subsection (1) or (2), the Registrar may revoke the approval.”;

(d)

by deleting subsections (7) and (8) and substituting the following subsections:“(7) Where the approval of the Registrar under this section is revoked, the constitution of the company may be altered by special resolution so as to remove any provision in or to the effect that the constitution may be altered only with the consent of the Minister.(8) Notice of any approval under this section shall be given by the Registrar to the company or, in the case of a proposed limited company, to the applicant for the approval.(8A) An appeal to the Minister against a decision of the Registrar under subsection (1) or (2) may be made by the following persons within the following times:

(a)

in the case of a decision made by the Registrar under subsection (1), by the promoter of the proposed limited company within 30 days after the notice is given by the Registrar under subsection (8); or

(b)

in the case of a decision made by the Registrar under subsection (2), by the company within 30 days after the notice is given by the Registrar under subsection (8).”;

(e)

by inserting, immediately after subsection (9), the following subsections:“(10) This section shall not apply to a limited company that is registered as a charity under the Charities Act (Cap. 37).(11) Any approval of the Minister and any condition of the Minister’s approval that was in force immediately before the appointed day for a company —

(a)

to be registered without the word “Limited” or “Berhad” to its name; or

(b)

to change its name to one which does not contain the word “Limited” or “Berhad”,shall on or after the appointed day be treated as the approval of the Registrar and condition of the Registrar’s approval.(12) Any reference to the Minister’s approval in any condition of approval that was in force immediately before the appointed day that was inserted in the constitution of a company pursuant to a direction of the Minister under section 29(3) in force immediately before the appointed day shall, on or after the appointed day, be read as a reference to the Registrar. (13) A reference to a direction of the Minister in subsections (3) and (4) in force immediately before the appointed day shall, on or after the appointed day, be read as a direction of the Registrar.(14) In this section, “appointed day” means the date of commencement of section 24 of the Companies (Amendment) Act 2014.”; and

(f)

by deleting the section heading and substituting the following section heading:“Omission of “Limited” or “Berhad” in names of limited companies, other than companies registered under Charities Act”.