In force2020 Revised Edition

Contents

Variable Capital Companies Act 2018 · 2020 Revised Edition · Part 5 · Shares, Debentures and Charges

40. Transfer of shares or debentures

(1)

Subject to section 5 and subsections (2) to (6), sections 130AA, 130AB, 130AC and 130AD of the Companies Act 1967 apply in relation to a VCC and a transfer of any share, debenture or other interest in it, as they apply in relation to a company or public company (as the case may be) and a transfer of any share, debenture or other interest in it.

(2)

The following provision applies in place of section 130AD(3) and (4) of the Companies Act 1967 (which provides that a company and its officers are not liable as respects a transfer of its interests if a specified act in relation to the instrument of transfer is not done within the time limit of its certification of the instrument):“Where any certification by a VCC of an instrument of transfer of shares, debentures or other interests in the VCC is expressed to be limited to 42 days or any longer period from the date of certification, the VCC and its officers are not (in the absence of fraud) liable in respect of the registration of any transfer comprised in the certification after the expiry of the period so limited or any extension of the period given by the VCC, if the instrument has not within that period been lodged with the VCC for registration.”.

(3)

Despite anything in its constitution, a VCC must not register a transfer of shares or debentures unless a proper instrument of transfer has been delivered to the VCC.

(4)

Subsection (3) does not affect any power of the VCC to register as shareholder or debenture holder any person to whom the right to any shares or debentures of the VCC has been transmitted by operation of law.

(5)

A VCC may refuse to register a transfer of shares under section 130AA of the Companies Act 1967 (as applied by subsection (1)) if —

(a)

there exists a minimum requirement under the VCC’s constitution or the prospectus in respect of the issue of those shares, as to the number or value of shares that are to be held by any shareholder of the VCC, and the transfer would result in either the transferor or transferee holding less than the required minimum; or

(b)

the transfer is inconsistent with any provision of the VCC’s constitution.

(6)

Nothing in this Act requires a VCC to register a transfer or give notice to any person of a refusal to register a transfer where registering the transfer or giving the notice would result in a contravention of any law (including any law that is for the time being in force in a country or territory other than Singapore).

Terms defined in this Act

company
Defined · s 2
“company” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
constitution
Defined · s 2
“constitution”, in relation to a VCC, means the constitution of the VCC that is registered with the Registrar under section 16(4), as may be amended from time to time;
Open s 2
debenture
Defined · s 2
“debenture” includes debenture stock, bonds, notes and any other securities of a VCC whether constituting a charge on the assets of the VCC or not, but does not include —(a)a cheque, letter of credit, order for the payment of money or bill of exchange;(b)subject to the regulations made under section 165, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months; and(c)for the purposes of a prescribed provision of this Act, such instrument or class of instruments as may be prescribed;
Open s 2
prospectus
Defined · s 2
“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document used to make an offer of shares in a VCC or proposed VCC, but does not include —(a)a profile statement mentioned in section 296(2) of the Securities and Futures Act 2001;(b)any material, advertisement or publication which is authorised by section 300 of that Act (other than subsection (3)); or(c)a product highlights sheet mentioned in section 296A(1) of that Act;
Open s 2
registration
Defined · s 132
“registration”, in relation to a foreign corporate entity that has applied to be registered as a VCC under this Part, means registration by the Registrar under section 135(1), and “register” and “registered” are to be construed accordingly.
Open s 132
share
Defined · s 2
“share”, in relation to a VCC, means a unit in a collective investment scheme that is part of the VCC, and includes a share taken by a subscriber to the constitution of a VCC, whether or not it is such unit;
Open s 2
VCC
Defined · s 2
“VCC” or “variable capital company” means a body corporate incorporated as such under this Act;
Open s 2