/akn/sg/act/bill/2016/39

The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill

The full official text, structured for quick navigation. Copy any provision or jump straight to a section.

Type
Bill
Status
In force
Enacted
2016
Sections
10

Quick answer

About this bill

The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill is Singapore Bill, cited as Bill 39 2016, currently marked in force and first recorded in 2016.

Clause 1

Short title and commencement

Open as pageSuggest a correction

This Act is The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Act 2016 and comes into operation on a date that the Minister appoints by notification in the Gazette.

Clause 2

Interpretation

Open as pageSuggest a correction

In this Act, unless the context otherwise requires —“asset”, in relation to the transferor, means property of any kind of the transferor in Singapore on the eve of the transfer date (whether tangible or intangible, whether arising from, accruing under, created or evidenced by or the subject of, an instrument or otherwise, and whether actual or contingent) and includes, without limitation, any —

(a)

legal or equitable interest in real or personal property situated in Singapore;

(b)

chose in action;

(c)

money or securities;

(d)

plant or equipment situated in Singapore;

(e)

intellectual property;

(f)

infrastructure situated in Singapore; (g)records; and

(h)

right;“committee member” means a member of the committee mentioned in section 5 of the Kwong‑Wai‑Shiu Hospital Ordinance (Cap. 366);“liability”, in relation to the transferor, means any liability, duty or obligation of the transferor on the eve of the transfer date (whether actual or contingent, liquidated or unliquidated, and whether owed alone or jointly or jointly and severally with any other person);“records”, in relation to the transferor, means registers, papers, documents, minutes, receipts, books of account and other records, however compiled, recorded or stored, of the transferor existing on the eve of the transfer date;“right”, in relation to the transferor, means any right, power, privilege or immunity of the transferor on the eve of the transfer date and, to avoid doubt, includes (without limitation) any licence, certificate or permit under any written law, and other like privilege to carry out an activity regulated by written law;“successor company” means the company limited by guarantee incorporated on 7 June 2016 under the Companies Act (Cap. 50) by the name “Kwong Wai Shiu Hospital”;“transfer date” means the date the Minister appoints, by notification in the Gazette, to be the date on which the undertaking of the transferor is transferred to the successor company under this Act;“transferor” means The Kwong‑Wai‑Shiu Free Hospital incorporated by the Kwong‑Wai‑Shiu Hospital Ordinance;“trustee” means a trustee mentioned in section 5 of the Kwong‑Wai‑Shiu Hospital Ordinance.

Definition

“asset”, in relation to the transferor, means property of any kind of the transferor in Singapore on the eve of the transfer date (whether tangible or intangible, whether arising from, accruing under, created or evidenced by or the subject of, an instrument or otherwise, and whether actual or contingent) and includes, without limitation, any —

(a)

legal or equitable interest in real or personal property situated in Singapore;

(b)

chose in action;

(c)

money or securities;

(d)

plant or equipment situated in Singapore;

(e)

intellectual property;

(f)

infrastructure situated in Singapore; (g)records; and

(h)

right;

Suggest a correction

Definition

“committee member” means a member of the committee mentioned in section 5 of the Kwong‑Wai‑Shiu Hospital Ordinance (Cap. 366);

Suggest a correction

Definition

“liability”, in relation to the transferor, means any liability, duty or obligation of the transferor on the eve of the transfer date (whether actual or contingent, liquidated or unliquidated, and whether owed alone or jointly or jointly and severally with any other person);

Suggest a correction

Definition

“records”, in relation to the transferor, means registers, papers, documents, minutes, receipts, books of account and other records, however compiled, recorded or stored, of the transferor existing on the eve of the transfer date;

Suggest a correction

Definition

“right”, in relation to the transferor, means any right, power, privilege or immunity of the transferor on the eve of the transfer date and, to avoid doubt, includes (without limitation) any licence, certificate or permit under any written law, and other like privilege to carry out an activity regulated by written law;

Suggest a correction

Definition

“successor company” means the company limited by guarantee incorporated on 7 June 2016 under the Companies Act (Cap. 50) by the name “Kwong Wai Shiu Hospital”;

Suggest a correction

Definition

“transfer date” means the date the Minister appoints, by notification in the Gazette, to be the date on which the undertaking of the transferor is transferred to the successor company under this Act;

Suggest a correction

Definition

“transferor” means The Kwong‑Wai‑Shiu Free Hospital incorporated by the Kwong‑Wai‑Shiu Hospital Ordinance;

Suggest a correction

Definition

“trustee” means a trustee mentioned in section 5 of the Kwong‑Wai‑Shiu Hospital Ordinance.

Suggest a correction

Clause 3

Transfer of undertaking to successor company

Open as pageSuggest a correction

(1)

On the transfer date, all assets and liabilities of the transferor are transferred to the successor company.

Suggest a correction

(2)

When any assets or liabilities are transferred under subsection (1), the following provisions have effect:

(a)

the assets of the transferor that are the subject of the transfer vest in the successor company by virtue of this section and without the need for any further conveyance, transfer, assignment or assurance; (b)the liabilities of the transferor that are the subject of the transfer become by virtue of this section the liabilities of the successor company;

(c)

all legal or other proceedings relating to those assets or liabilities that are started before the transfer date by or against the transferor and pending immediately before that date are taken to be proceedings pending by or against the successor company;

(d)

any legal or other proceedings relating to those assets or liabilities which could have been started immediately before the transfer date by or against the transferor may be started by or against the successor company;

(e)

a judgment or order of a court or other tribunal obtained before the transfer date by or against the transferor relating to those assets or liabilities may be enforced by or against the successor company;

(f)

any document relating to legal or other proceedings relating to those assets or liabilities that has been served on or by the transferor before the transfer date is taken, where appropriate, to have been served on or by the successor company;

(g)

any act, matter or thing done or omitted to be done before the transfer date in relation to those assets or liabilities by, to or in respect of the transferor is (to the extent to which that act, matter or thing has any force or effect) taken to have been done or omitted by, to or in respect of the successor company; (h)a reference in any written law, in any instrument made under any Act, in any contract, agreement, arrangement or undertaking, or in any document of any kind to the transferor, to the extent to which the reference relates to those assets or liabilities, is taken to be, or to include, a reference to the successor company.

Suggest a correction

(3)

The operation of this section does not —

(a)

constitute a breach of, or default under, an Act or other law or otherwise a civil wrong or criminal wrong;

(b)

constitute a breach of duty of confidence (whether arising by contract, in equity, by custom, or in any other way);

(c)

constitute a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets or liabilities or the disclosure of any information;

(d)

terminate an agreement or fulfil any condition that allows a person to terminate any agreement or obligation, or gives rise to any right or remedy in respect of any agreement or obligation;

(e)

cause any contract or instrument to be void or otherwise unenforceable;

(f)

frustrate any contract;

(g)

release a surety or other obligor (in whole or part) from an obligation; or

(h)

constitute an event of breach of, or default under, any contract or other instrument.

Suggest a correction

(4)

No attornment to the successor company by a lessee from the transferor is required.

Suggest a correction

(5)

The Registrar of Titles and any other authority required or authorised under written law to register or record transactions affecting assets or liabilities transferred under this Act, or documents relating to such transactions, must, on the application of the successor company, lodged in registrable form, register or record in the appropriate manner the transfer to the successor company of any of the transferred assets or liabilities.

Suggest a correction

Clause 4

Trustees and committee members ceasing

Open as pageSuggest a correction

(1)

On the transfer date, every trustee and every committee member stops being a trustee or a committee member, as the case may be.

Suggest a correction

(2)

The operation of subsection (1) in relation to any trustee or committee member does not entitle the trustee or committee member to any payment or other benefit merely because he or she stops being such a trustee or committee member.

Suggest a correction

Clause 5

Transfer of records

Open as pageSuggest a correction

From the transfer date, all records of the transferor become the records of the successor company.

Clause 6

Confirmation of transfers

Open as pageSuggest a correction

(1)

If any dispute arises —

(a)

as to whether an asset or a liability or record is transferred under section 3 or 5; or (b)as to whether any, or any part of any, contract or document relates to an asset or a liability or record transferred under section 3 or 5,the Minister may determine the matter and is to provide the concerned parties with written notice of that determination.

Suggest a correction

(2)

The determination of the Minister under subsection (1) is final and binding on the successor company.

Suggest a correction

Clause 7

Saving for transfer of employees under Employment Act

Open as pageSuggest a correction

To avoid doubt, this Act does not affect the operation of section 18A of the Employment Act (Cap. 91).

Clause 9

Saving of President’s and other rights

Open as pageSuggest a correction

Nothing in this Act affects the rights of the President, all bodies politic and corporate, and all others except such as are expressly mentioned in this Act, and those claiming by, from or under them.

Clause 10

Consequential amendment to Income Tax Act

Open as pageSuggest a correction

Paragraph B of the First Schedule to the Income Tax Act (Cap. 134) is amended by deleting item 2.

Common questions

What is The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill?
The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill is Singapore Bill, cited as Bill 39 2016, currently marked in force and first recorded in 2016.
Is The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill still in force?
Yes — The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill is currently in force.
When did The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill take effect?
The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill was first recorded in 2016.
How many clauses does The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill have?
The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill contains 10 clauses.
Where can I read the official version of The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill?
The official text of The Kwong-Wai-Shiu Free Hospital (Transfer of Undertaking and Dissolution) Bill is published at sso.agc.gov.sg.