Singapore legislation
Regulation 2
Regulation 2
Definitions
Subregulation 1
In these Regulations —
Definition
“financial year” and “foreign company” have the meanings given by section 4(1) of the Companies Act 1967;
Definition
“mobile application” means a software application that operates on mobile devices such as smartphones and tablet computers;
Definition
“net head office funds”, in relation to a foreign company, means the net liability of the Singapore branch of the foreign company to its head office and any other branch outside of Singapore.
Subregulation 2
In these Regulations, “base capital”, in relation to a company, means the sum of —
all of the following items in the latest accounts of the company:
paid‑up ordinary share capital;
paid‑up irredeemable and non‑cumulative preference share capital; and
any unappropriated profit or loss in the latest audited accounts of the company,less —
any interim loss in the latest accounts of the company; and
any dividend that has been declared since the latest audited accounts of the company.
Subregulation 3
In these Regulations, “irredeemable and non‑cumulative preference share capital”, in relation to the base capital of a company, means share capital consisting of preference shares that satisfy all of the following requirements:
the principal of each share of the company is perpetual;
the shares of the company are not callable at the initiative of the company or the shareholders, and the principal of the shares cannot be repaid outside of liquidation of the company, except in the case of a repurchase or other manner of reduction of share capital that is initiated by the company and permitted under written law;
the company has full discretion to cancel dividend payments, and —
the cancellation of dividend payments is not an event of default of the company under any agreement;
the company has full access to cancelled dividend payments to meet its obligations as they fall due; and
the cancellation of dividend payments does not result in any restriction being imposed on the company under any agreement, except in relation to dividend payments to ordinary shareholders of the company.