Companies Bill

The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be repealed or amended are hereby repealed or amended accordingly.[Aust.s. 4.]

Unless the contrary intention appears in this Act —

Nothing in this Act shall affect the Table in any repealed written law corresponding to Table A of the Fourth Schedule or any part thereof (either as originally enacted or as altered in pursuance of any statutory power) or the corresponding Table in any former written law relating to companies (either as originally enacted or as so altered) so far as the same applies to any company existing at the date of the coming into operation of this Act.

The provisions of this Act with respect to winding up other than the provisions of Subdivision (5) of Division 4 of Part X shall not apply to any company or society of which the winding up has commenced before the date of coming into operation of this Act, but every such company or society shall be wound up in the same manner and with the same incidents as if this Act had not been passed and for the purposes of the winding up the written laws under which the winding up commenced shall be deemed to remain in full force.

Paragraphs (c) and (d) of subsection (1) of section 9 shall not apply to any person in relation to a private company until the conclusion of the next annual general meeting held after the date of coming into operation of this Act if he was appointed as auditor of that company before the date of coming into operation of this Act.

In this Act, unless the contrary intention appears —[Aust. s. 5.]

“annual general meeting” in relation to a company, means a meeting of the company required to be held by section 143;

“annual return” means —

“approved company auditor” means a person approved as such by the Minister under section 8 whose approval has not been revoked and in relation to a corporation, not being a company, includes a person qualified to act as auditor of the corporation under the law of the place in which the corporation is incorporated;

“approved liquidator” means an approved company auditor who has been approved by the Minister under section 8 as a liquidator and whose approval has not been revoked;

“articles” means articles of association;

“banking corporation” means a licensed bank under any written law relating to banking;

“books” includes accounts, deeds, writings and documents;

“borrowing corporation” means a corporation that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures of the corporation;

“branch register” means —

“certified”, in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document and, in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the Malay language or into the English language, as the case requires;

“charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;

“company” means a company incorporated pursuant to this Act or pursuant to any corresponding previous written law;

“company having a share capital” includes an unlimited company with a share capital;

“company limited by guarantee” means a company formed on the principle of having the liability of its members limited by the memorandum to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up;

“company limited by shares” means a company formed on the principle of having the liability of its members limited by the memorandum to the amount (if any) unpaid on the shares respectively held by them;

“contributory”, in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up, and includes the holder of fully paid shares in the company and, prior to the final determination of the persons who are contributories, includes any person alleged to be a contributory;

“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —

“Court” means the High Court or a judge thereof;

“corresponding previous written law” means any written law relating to companies which has been at any time in force in Singapore and which corresponds with any provision in this Act;

“creditors’ voluntary winding up” means a winding up under Division 3 of Part X, other than a members’ voluntary winding up;

“debenture” includes debenture stock, bonds, notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not;

“default penalty” means a default penalty within the meaning of section 370;

“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director;

“document” includes summons, order and other legal process, and notice and register;

“emoluments” in relation to a director or auditor of a company includes any fees, percentages and other payments made (including the money value of any allowances or perquisites) or consideration given, directly or indirectly, to the director or auditor by that company or by a holding company or a subsidiary of that company, whether made or given to him in his capacity as a director or auditor or otherwise in connection with the affairs of that company or of the holding company or the subsidiary;

“equity share” means any share which is not a preference share;

“exempt private company” means a private company in the shares of which no beneficial interest is held directly or indirectly by any corporation and which has not more than twenty members;

“expert” includes engineer, valuer, accountant and any other person whose profession or reputation gives authority to a statement made by him;

“filed” means filed under this Act or any corresponding previous enactment;

“financial year” in relation to any corporation, means the period in respect of which any profit and loss account of the corporation laid before it in general meeting is made up, whether that period is a year or not;

“foreign company” means —

“guarantor corporation”, in relation to a borrowing corporation, means a corporation that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing corporation in response to an invitation to the public to subscribe for or purchase debentures of the borrowing corporation;

“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;

“limited company” means a company limited by shares or by guarantee or both by shares and guarantee;

“lodged” means lodged under this Act or any corresponding previous enactment;

“manager”, in relation to a company, means the principal executive officer of the company for the time being by whatever name called and whether or not he is a director;

“marketable securities” means debentures, funds, stocks, shares or bonds of any Government or of any local authority or of any corporation or society and includes any right or option in respect of shares in any corporation and any interest as defined in section 84;

“members’ voluntary winding up” means a winding up under Division 3 of Part X, where a declaration has been made and lodged in pursuance of section 257;

“memorandum” means memorandum of association;

“minimum subscription”, in relation to any shares offered to the public for subscription, means the amount stated in the prospectus relating to the offer in pursuance of sub-paragraph (a) of paragraph 4 of the Fifth Schedule as the minimum amount which in the opinion of the directors must be raised by the issue of the shares so offered;

“office copy”, in relation to any Court order or other Court document, means a copy authenticated under the hand or seal of the Registrar or other proper officer of the Court;

“officer” in relation to a corporation includes —

“Official Receiver”, means the Official Assignee appointed under the Bankruptcy Ordinance (Cap. 11) and includes the deputy of any such Official Assignee and any person appointed as Assistant Official Assignee;

“Part” means Part of this Act;

“preference share” means a share by whatever name called, which does not entitle the holder thereof to the right to vote at a general meeting or to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise;

“prescribed” means prescribed by or under this Act or by the rules;

“principal register”, in relation to a company, means the register of members of the company kept in pursuance of section 158;

“printed” includes type-written or lithographed or reproduced by any mechanical means;

“private company” means —

“profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period;

“promoter”, in relation to a prospectus issued by or in connection with a corporation, means a promoter of the corporation who was a party to the preparation of the prospectus or of any relevant portion thereof, but does not include any person by reason only of his acting in a professional capacity;

“prospectus” means any prospectus, notice, circular, advertisement or invitation inviting applications or offers from the public to subscribe for or purchase or offering to the public for subscription or purchase any shares in or debentures of or any units of shares in or units of debentures of a corporation or proposed corporation;

“public company” means a company other than a private company;

“qualified legal practitioner” means an advocate and solicitor of the High Court;

“registered” means registered under this Act or any corresponding previous enactment;

“Registrar” means the Registrar of Companies under this Act and includes any Deputy or Assistant Registrar of Companies;

“regulations” means regulations made under this Act;

“repealed written laws” means the written laws repealed by this Act;

“resolution for voluntary winding up” means the resolution referred to in section 254;

“rules” means rules of Court;

“Schedule” means Schedule to this Act;

“section” means section of this Act;

“share” means share in the share capital of a corporation and includes stock except where a distinction between stock and shares is expressed or implied;

“statutory meeting” means the meeting referred to in section 142;

“statutory report” means the report referred to in section 142;

“Table A” means Table A in the Fourth Schedule;

“this Act” includes any regulations;

“trustee corporation” means a corporation that is a public company under this Act or under the law of any prescribed country which has been declared by the Minister to be a trustee corporation for the purposes of this Act;

“unit”, in relation to a share, debenture or other interest, means any right or interest therein, by whatever term called;

“unlimited company” means a company formed on the principle of having no limit placed on the liability of its members.[U.K.ss. 154, 455]

For the purposes of this Act a person shall not be regarded as a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors act on advice given by him in a professional capacity.

For the purposes of this Act a statement included in a prospectus or statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included.

For the purposes of this Act a statement shall be deemed to be included in a prospectus or statement in lieu of prospectus if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.

For the purposes of this Act any invitation to the public to deposit money with or to lend money to a corporation shall be deemed to be an invitation to subscribe for or purchase debentures of the corporation and any document that is issued or intended or required to be issued by a corporation acknowledging or evidencing or constituting an acknowledgement of the indebtedness of the corporation in respect of any money that is or may be deposited with or lent to the corporation in response to such an invitation shall be deemed to be a debenture, but an invitation to the public by a prescribed corporation as defined in subsection (7) of section 38 shall not be deemed to be an invitation to the public to deposit money with or to lend money to the corporation for the purpose of Division 4 of Part IV of this Act.

Any reference in this Act to offering shares or debentures to the public shall, unless the contrary intention appears, be construed as including a reference to offering them to any section of the public, whether selected as clients of the person issuing the prospectus or in any other manner; but a bona fide offer or invitation with respect to shares or debentures shall not be deemed to be an offer to the public if it is —

Unless the contrary intention appears any reference in this Act to a person being or becoming bankrupt or to a person assigning his estate for the benefit of his creditors or making an arrangement with his creditors under any written law relating to bankruptcy or to a person being an undischarged bankrupt or to any status, condition, act, matter or thing under or in relation to the law of bankruptcy shall be construed as including a reference to a person being or becoming bankrupt or insolvent or to a person making any such assignment or arrangement or to a person being an undischarged bankrupt or insolvent or to the corresponding status, condition, act, matter or thing (as the case requires) under any written law relating to bankruptcy or insolvency.

For the purposes of this Act, a corporation shall, subject to the provisions of subsection (3) of this section, be deemed to be a subsidiary of another corporation, if —

For the purposes of subsection (1) of this section, the composition of a corporation’s board of directors shall be deemed to be controlled by another corporation if that other corporation by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation shall be deemed to have power to make such an appointment if —

In determining whether one corporation is a subsidiary of another corporation —

A reference in this Act to the holding company of a company or other corporation shall be read as a reference to a corporation of which that last-mentioned company or corporation is a subsidiary.

A company shall as from the day on which it begins to carry on business or as from the fourteenth day after the date of its incorporation, whichever is the earlier, have a registered office within Singapore to which all communications and notices may be addressed and which shall be open and accessible to the public for not less than three hours during ordinary business hours on each day, Saturdays, weekly and public holidays excepted.[U.K.s. 107.][Aust. s. 111.]

If default is made in complying with subsection (1) of this section the company and every officer of the company who is in default shall be guilty of an offence under this Act and shall be liable on conviction to a fine of two hundred and fifty dollars and also to a default penalty.

Notice in the prescribed form of the situation of the registered office, the days and hours during which it is open and accessible to the public, and of any change therein shall be lodged with the Registrar within one month after the date of incorporation or of any such change, as the case may be, but no notice of the days and hours during which the office is open and accessible to the public shall be required if the office is open for at least five hours during ordinary business hours on each day, Saturdays, weekly and public holidays excepted.[U.K.s. 107.][Aust. s. 112.]

If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence under this Act and shall be liable on conviction to a fine not exceeding two hundred and fifty dollars and also to a default penalty.

The name of a company shall (whether or not it is carrying on business under a business name) appear in legible romanised letters on —

If an officer of a company or any person on its behalf —

Every company shall paint or affix and keep painted or affixed on the outside of every office or place in which its business is carried on, in a prominent position in romanised letters easily legible its name, and also, in the case of the registered office, the words “Registered Office” and if it fails so to do the company shall be guilty of an offence under this Act and shall be liable on conviction to a fine not exceeding two hundred and fifty dollars and also to a default penalty.

Every company shall have at least two directors one of whom shall be resident in Singapore.[Aust.s. 114.]

No person other than a natural person of full age and capacity shall be a director of a company.

The first directors of a company shall be named in the memorandum or articles of the company.

Any provision in the memorandum or articles of a company which was in force immediately before the date of the coming into operation of this Act and which operated to constitute a corporation as a director of the company shall be read and construed as if it authorized that corporation to appoint a natural person to be a director of that company.

On the date of the coming into operation of this Act any corporation which holds office as a director of a company shall cease to hold office and the vacancy may be filled as a casual vacancy in accordance with the articles of the company.

A person shall not be named as a director or proposed director in the memorandum or articles of a company or in a prospectus or a statement in lieu of prospectus, unless before the registration of the memorandum or articles or the issue of the prospectus or the lodging of the statement in lieu of prospectus (as the case may be) he has by himself or by his agent authorized in writing for the purpose signed and lodged with the Registrar a consent in writing to act as a director and —

Where a person has signed and lodged an undertaking to take and pay for his qualification shares, he shall, as regards those shares, be in the same position as if he had signed the memorandum for that number of shares.

The foregoing provisions of this section (other than the provisions relating to the signing of a consent to act as director) shall not apply to —

Without affecting the operation of any of the preceding provisions of this Division, every director, who is by the articles required to hold a specified share qualification and who is not already qualified, shall obtain his qualification within two months after his appointment or such shorter period as is fixed by the articles.[U.K.s. 182.][Aust. s. 116.]

Unless otherwise provided by the articles the qualification of any director of a company must be held by him solely and not as one of several joint holders.

A director shall vacate his office if he has not within the period referred to in subsection (1) of this section obtained his qualification or if after so obtaining it he ceases at any time to hold his qualification.

Any person who fails to comply with the provisions of subsection (3) shall be guilty of an offence under this Act and shall be liable on conviction to a fine not exceeding one thousand dollars and also to a default penalty.

A person vacating office under this section shall be incapable of being re-appointed as director until he has obtained his qualification.

Every person who being an undischarged bankrupt acts as director of, or directly or indirectly takes part in or is concerned in the management of, any corporation except with the leave of the Court shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two thousand five hundred dollars or both such imprisonment and fine.[U.K.s. 187.][Aust. s. 117.]

The Court shall not give leave under this section unless notice of intention to apply therefor has been served on the Minister and on the Official Receiver and the Minister and the Official Receiver or either of them may be represented at the hearing of and may oppose the granting of the application.

At a general meeting of a public company, a motion for the appointment of two or more persons as directors by a single resolution shall not be made unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.[U.K.s. 183.][Aust. s. 118.]

A resolution passed in pursuance of a motion made in contravention of this section shall be void, whether or not its being so moved was objected to at the time.

Where a resolution pursuant to a motion made in contravention of this section is passed no provision for the automatic re-appointment of retiring directors in default of another appointment shall apply.

For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment shall be treated as a motion for his appointment.

Nothing in this section shall apply to a resolution altering the company’s articles.

Nothing in this section prevents the election of two or more directors by ballot or poll.

A public company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove him shall not take effect until his successor has been appointed.[U.K.s. 184.][Aust. s. 120.]

Special notice shall be required of any resolution to remove a director under this section or to appoint some person in place of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director under this section the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting.

Where notice is given pursuant to subsection (2) of this section and the director concerned makes with respect thereto representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so —

Notwithstanding the foregoing provisions of this section, copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.

A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.

A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become a director on the day on which the person in whose place he is appointed was last appointed a director.

Nothing in the foregoing provisions of this section shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.

A director of a public company shall not be removed by, or be required to vacate his office by reason of, any resolution, request or notice of the directors or any of them notwithstanding anything in the articles or any agreement.

Subject to the provisions of this section but notwithstanding anything in the memorandum or articles of the company no person of or over the age of seventy years shall be appointed or act as a director of a public company or of a subsidiary of a public company.[U.K.s. 185.][Aust. s. 121.]

The office of a director of a public company or of a subsidiary of a public company shall become vacant at the conclusion of the annual general meeting commencing next after he attains the age of seventy years or if he has attained the age of seventy years before the date of the coming into operation of this Act at the conclusion of the annual general meeting commencing next after the date of the coming into operation of this Act.

Any act done by a person as director shall be valid notwithstanding that it is afterwards discovered that there was a defect in his appointment or that his appointment had terminated by virtue of subsection (2) of this section.

Where the office of a director has become vacant by virtue of subsection (2) of this section no provision for the automatic re-appointment of retiring directors in default of another appointment shall apply in relation to that director.

If any such vacancy has not been filled at the meeting at which the office became vacant the office may be filled as a casual vacancy.

Notwithstanding anything in this section a person of or over the age of seventy years may by a resolution of which no shorter notice than that required to be given to the members of the company of an annual general meeting has been duly given, passed by a majority of not less than three-fourths of such members of the company as being entitled so to do vote in person or, where proxies are allowed, by proxy, at a general meeting of that company, be appointed or re-appointed as a director of that company to hold office until the next annual general meeting of the company or be authorized to continue in office as a director until the next annual general meeting of the company.

The provisions of section 147 relating to the demanding of a poll and the holding of a poll shall apply to a resolution under this section.

Nothing in this section shall limit or affect the operation of any provision of the memorandum or articles of a company preventing any person from being appointed a director or requiring any director to vacate his office at any age less than seventy years.

The provisions of the articles of a company relating to the rotation and retirement of directors shall not apply to a director who is appointed or re-appointed pursuant to this section but such provisions of the articles shall continue to apply to all other directors of the company.

Where a person is convicted whether within or without Singapore —

A person intending to apply for the leave of the Court under this section shall give to the Minister not less than ten days’ notice of his intention so to apply.

On the hearing of any application under this section the Minister may be represented at the hearing of and may oppose the granting of the application.

Subject to this section every director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company shall as soon as practicable after the relevant facts have come to his knowledge declare the nature of his interest at a meeting of the directors of the company.[U.K.s. 199.][Aust. s. 123.]

The requirements of subsection (1) of this section shall not apply in any case where the interest of the director consists only of being a member or creditor of a corporation which is interested in a contract or proposed contract with the first-mentioned company if the interest of the director may properly be regarded as not being a material interest.

A director of a company shall not be deemed to be interested or to have been at any time interested in any contract or proposed contract by reason only —

For the purposes of subsection (1) of this section, a general notice given to the directors of a company by a director to the effect that he is an officer or member of a specified corporation or a member of a specified firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that corporation or firm shall be deemed to be a sufficient declaration of interest in relation to any contract so made if it specifies the nature and extent of his interest in the specified corporation or firm and his interest is not different in nature or greater in extent than the nature and extent so specified in the general notice at the time any contract is so made, but no such notice shall be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given.

Every director of a company who holds any office or possesses any property whereby whether directly or indirectly duties or interests might be created in conflict with his duties or interests as director shall declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict.

The declaration shall be made at the first meeting of the directors held —

The secretary of the company shall record every declaration under this section in the minutes of the meeting at which it was made.

Except as provided in subsection (3) of this section this section shall be in addition to and not in derogation of the operation of any rule of law or any provision in the articles restricting a director from having any interest in contracts with the company or from holding offices or possessing properties involving duties or interests in conflict with his duties or interests as a director.

Any director of a company who fails to comply with any of the provisions of this section shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding one year or to a fine not exceeding two thousand five hundred dollars.

A director shall at all times act honestly and use reasonable diligence in the discharge of the duties of his office.[Aust.s. 124.]

An officer or agent of a company shall not make use of any information acquired by virtue of his position as an officer or agent of the company to gain directly or indirectly an improper advantage for himself or for any other person or to cause detriment to the company.

An officer or agent who commits a breach of any of the provisions of this section shall be —

An officer or agent who directly or indirectly gains an improper advantage for himself or for any other person from dealings in shares or debentures or options relating to shares or debentures of the company by the use of information acquired by virtue of his position as an officer or agent of the company shall be liable to compensate any person who is deprived of a benefit either actual or potential, or who suffers loss as a result of the use of such information.

This section is in addition to and not in derogation of any other enactment or rule of law relating to the duty or liability of directors or officers of a company.

In this section —

“officer” includes a person who at any time has been an officer of the company; and

“agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.

A company (other than an exempt private company) shall not make a loan to a director of the company or of a company which by virtue of section 6 is deemed to be related to that company, or enter into any guarantee or provide any security in connection with a loan made to such a director by any other person but nothing in this section shall apply —

Paragraph (a) or (b) of subsection (1) of this section shall not authorize the making of any loan, or the entering into any guarantee, or the provision of any security except —

Where the approval of the company is not given as required by any such condition the directors authorizing the making of the loan or the entering into the guarantee or the provision of the security shall be jointly and severally liable to indemnify the company against any loss arising therefrom.

Where a company contravenes the provisions of this section any director who authorizes the making of any loan, the entering into of any guarantee or the providing of any security contrary to the provisions of this section shall be guilty of an offence under this Act and shall be liable on conviction to a fine not exceeding one thousand dollars.

Nothing in this section shall operate to prevent the company from recovering the amount of any loan or amount for which it becomes liable under any guarantee entered into or in respect of any security given contrary to the provisions of this section.

Every company shall keep a register showing with respect to each director of the company the number and description and, in the case of debentures, the amount, of any shares in or debentures of the company or a corporation that is deemed to be related to that company by virtue of section 6 which are held by or in trust for him or of which he has any right to become the holder (whether on payment or not) or in which he has, directly or indirectly, any beneficial interest but the register need not include shares in any corporation which is the wholly-owned subsidiary of another corporation.[U.K.s. 195.][Aust. s. 126.]

Where by virtue of subsection (1) of this section an entry is or should have been made in the register in relation to any director by reason of a transaction entered into after the date of the coming into operation of this Act and while he is a director the register shall also show the date of and price or other consideration for the transaction and where there is an interval between the agreement for any such transaction and the completion thereof the date shall be that of the agreement.

If default is made in complying with subsection (1) or subsection (2) of this section (not being a default due to the failure of a director to give notice of any matter to the company as required by section 135 or a default due to a director giving incorrect information to the company) or if any inspection required under this section is refused or any copy required thereunder is not sent within a reasonable time, the company and every officer of the company who is in default shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding one year or to a fine not exceeding two thousand five hundred dollars and also to a default penalty.

The nature and extent of a director’s interest or right in or over any shares or debentures recorded in relation to him in the register shall, if he so requires, be indicated in the register.

The company shall not by virtue of anything done for the purposes of this section be affected with notice of or put upon inquiry as to the rights of any person in relation to any shares or debentures.

The register shall subject to the provisions of this section be kept at the company’s registered office and shall be open during ordinary business hours to the inspection of any member or holder of a debenture of the company or to any member or holder of a debenture of a corporation which is by virtue of section 6 deemed to be related to the company.

The Minister may at any time require the company to furnish him with a copy of the register or any part thereof.

The register shall also be produced at the commencement of the company’s annual general meeting and remain open and accessible during the continuance of the meeting to any person attending the meeting.

If default is made in complying with subsection (6) or subsection (8) of this section every officer of the company who is in default shall be guilty of an offence under this Act, and shall be liable on conviction to imprisonment for a term not exceeding one year or to a fine not exceeding two thousand five hundred dollars.

A subsidiary company shall be deemed to have complied with the requirements of this section in relation to any of its directors who are directors of its holding company if the register of that director’s shareholdings is kept by the holding company and if the register of the holding company is produced at and kept open and accessible at its annual general meeting and is available for inspection at the registered office of the subsidiary.

For the purposes of this section a director of a company shall be deemed to hold or to have an interest or a right in or over any shares or debentures if a corporation other than the company holds them or has that interest or right in or over them and —

Any reference in this section to shares or to debentures shall be read as including a reference to options to take up shares or to options to take up debentures as the case may be.

Every director shall give such notice to the company of such events and matters relating to himself as may be necessary or expedient to enable the company or its officers to comply with the requirements of this Act.[U.K.s. 198.][Aust. s. 127.]

Any such notice shall be in writing and shall be given within seven days of the occurrence of the event or of the matter becoming relevant and, if it is not given at a meeting of the directors, the director giving it shall take reasonable steps to secure that it is brought up and read at the next meeting of directors after it is given, and any person who is in default shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding one year or to a fine not exceeding two thousand five hundred dollars.

A company shall not pay a director remuneration (whether as director or otherwise) free of income tax, or otherwise calculated by reference to or varying with the amount of his income tax, or the rate of income tax, except under a contract which was in force before the date of the coming into operation of this Act, and which provides expressly, and not by reference to the articles, for payment of such remuneration.[U.K.s. 189.][Aust. s. 128.]

Any provision contained in a company’s articles, or in any contract other than a contract referred to in subsection (1) of this section or in any resolution of a company or of a company’s directors for payment to a director of remuneration free of income tax or otherwise calculated by reference to or varying with the amount of his income tax or the rate of income tax shall have effect as if it provided for payment as a gross sum subject to income tax, of the net sum for which it actually provides.

This section shall not apply to remuneration due before the date of the coming into operation of this Act or in respect of a period before the date of the coming into operation of this Act.

Where a company contravenes the provisions of this section the company and every officer of the company who is in default shall be guilty of an offence under this Act, and shall be liable on conviction to imprisonment for a term not exceeding one year or to a fine not exceeding two thousand five hundred dollars.

It shall not be lawful —

Where such a payment is to be made to a director in connection with the transfer to any person, as a result of an offer made to shareholders, of all or any of the shares in the company, that director shall take all reasonable steps to secure that particulars with respect to the proposed payment, including the amount thereof, shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders, unless those particulars are furnished to the shareholders by virtue of section 179.

A director who fails to comply with subsection (2) of this section and a person who has been properly required by a director to include in or send with any notice under this section the particulars required by that subsection and who fails so to do, shall be guilty of an offence under this Act, and if the requirements of that subsection are not complied with any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any person who has sold his shares as a result of the offer made.

If in connection with any such transfer the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares or any valuable consideration is given to any such director, the excess or the money value of the consideration, as the case may be, shall for the purposes of this section, be deemed to have been a payment made to him by way of compensation for loss of office or as consideration for or in connection with his retirement from office.

Any reference in this section to payments to any director of a company by way of compensation for loss of office or as consideration for or in connection with his retirement from office shall not include —

This section shall be in addition to and not in derogation of any rule of law requiring disclosure to be made with respect to any such payments or any other like payment.

In this section “director” includes any person who has at any time been a director of the company or of a corporation which is by virtue of section 6 deemed to be related to the company.

If in the case of any public company provision is made by the articles or by any agreement entered into between any person and the company for empowering a director or manager of the company to assign his office as such to another person, any such assignment of office shall, notwithstanding anything in the said provision, be of no effect until approved by a special resolution of the company.[U.K.s. 204.][Aust. s. 130.]

This section shall not be construed so as to prevent the appointment by a director (if authorized by the articles and subject thereto) of an alternate or substitute director to act for or on behalf of the director during his inability for any time to act as director.

Every company shall have one or more secretaries each of whom shall be a natural person who has his principal or only place of residence in Singapore.[U.K.ss. 177-179.][Aust. s. 132.]

Subsection (1) of this section shall not operate to prevent a corporation which was acting as the secretary of a company immediately before the date of the coming into operation of this Act from continuing to act as secretary of that company for a period of twelve months after the date of the coming into operation of this Act.

The secretary or secretaries shall be appointed by the directors and at least one of those secretaries shall be present at the registered office of the company by himself or his agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.

Anything required or authorized to be done by or in relation to the secretary may, if the office is vacant or for any other reason the secretary is not capable of acting, be done by or in relation to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or in relation to any officer of the company authorized generally or specially in that behalf by the directors.