# legal_provisions

document_id: coa-1967
provision_ref: s163A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 163A
title: Exception for expenditure on defending proceedings, etc.
content:
163A. —(1) Sections 162 and 163 do not apply to anything done by a company — ( a ) to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director — (i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company; or (ii) in connection with an application for relief; or ( b ) to enable any such director to avoid incurring such expenditure, if it is done on the terms provided in subsection (2). [36/2014] (2) The terms referred to in subsection (1) are — ( a ) that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of — (i) the director being convicted in the proceedings; (ii) judgment being given against the director in the proceedings; or (iii) the court refusing to grant the director relief on the application; and ( b ) that it is to be repaid or discharged not later than 14 days after — (i) the date when the conviction becomes final; (ii) the date when the judgment becomes final; or (iii) the date when the refusal of relief becomes final. [36/2014] (3) For the purposes of this section — ( a ) a conviction, judgment or refusal of relief becomes final — (i) if it is not appealed against, at the end of the period for bringing an appeal; or (ii) if it is appealed against, when the appeal (or any further appeal) is disposed of; ( b ) an appeal or further appeal is disposed of — (i) if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or (ii) if it is abandoned or otherwise ceases to have effect; and ( c ) a reference to the repayment of a loan includes the payment of any interest which is chargeable under the terms on which the loan was given. [36/2014] (4) The reference in this section to an application for relief is to an application for relief under section 76A(13) or 391. [36/2014]


document_id: coa-1967
provision_ref: s163B
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 163B
title: Exception for expenditure in connection with regulatory action or investigation
content:
163B. Sections 162, 163 and 172 do not apply to anything done by a company — ( a ) to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director in defending himself or herself — (i) in an investigation by a regulatory authority; or (ii) against any action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company; or ( b ) to enable any such director to avoid incurring such expenditure. [36/2014]


document_id: coa-1967
provision_ref: s164
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 164
title: Register of director’s and chief executive officer’s shareholdings
content:
164. —(1) A company must keep a register showing with respect to each director of the company particulars of — ( a ) shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he or she has an interest and the nature and extent of that interest; ( b ) debentures of or participatory interests made available by the company or a related corporation which are held by the director or in which he or she has an interest and the nature and extent of that interest; ( c ) rights or options of the director or of the director and another person or other persons in respect of the acquisition or disposal of shares in the company or a related corporation; and ( d ) contracts to which the director is a party or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company or in a related corporation. [36/2014] (1A) A company must keep a register showing with respect to each chief executive officer of the company particulars of — ( a ) shares in that company, being shares of which the chief executive officer is their registered holder or in which he or she has an interest and the nature and extent of that interest; ( b ) debentures of the company which are held by the chief executive officer or in which he or she has an interest and the nature and extent of that interest; ( c ) rights or options of the chief executive officer or of the chief executive officer and another person or other persons in respect of the acquisition or disposal of shares in the company; and ( d ) contracts to which the chief executive officer is a party or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company. [36/2014] (2) A company need not show, in its register with respect to a director, particulars of shares in a related corporation that is a wholly‑owned subsidiary of the company or of another corporation. (3) A company that is a wholly‑owned subsidiary of another company is deemed to have complied with this section in relation to a director or chief executive officer of that other company (whether or not he or she is also a director of that company) if the particulars required by this section to be shown in the registers of the firstmentioned company with respect to the director or chief executive officer (as the case may be) are shown in the registers of the second‑mentioned company. [36/2014] (4) For the purposes of subsections (2) and (3), a company is a wholly‑owned subsidiary of another company if none of the members of the firstmentioned company is a person other than — ( a ) the second‑mentioned company; ( b ) a nominee of the second‑mentioned company; ( c ) a subsidiary of the second‑mentioned company being a subsidiary none of the members of which is a person other than the second‑mentioned company or a nominee of the second‑mentioned company; or ( d ) a nominee of such a subsidiary. (5) A company must, within 3 days after receiving notice from a director or chief executive officer under section 165(1)( a ) of this Act or section 133(1)( a ), ( b ), ( c ), ( d ) or ( e ) of the Securities and Futures Act 2001, enter in its register in relation to the director or chief executive officer (as the case may be) the particulars referred to in subsection (1) or (1A) (as the case may be) including the number and description of shares, debentures, participatory interests (if applicable), rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests (if applicable), rights or options acquired or contracts entered into after he or she became a director or chief executive officer (as the case may be) — ( a ) the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this section; and ( b ) the date of — (i) the agreement for the transaction or, if it is later, the completion of the transaction; or (ii) where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section. [36/2014] (6) A company must, within 3 days after receiving a notice from a director or chief executive officer (as the case may be) under section 165(1)( b ) of this Act or section 133(1)( g ) (in respect of a change in the particulars of any matter referred to in section 133(1)( a ) to ( e )) of the Securities and Futures Act 2001, enter in its register the particulars of the change referred to in the notice. [2/2009; 36/2014] (7) A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of or participatory interest made available by the company. (8) A company must, subject to this section, keep its register at the registered office of the company and the register must be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $3 or such lesser sum as the company requires. (9) A person may request a company to furnish the person with a copy of its register or any part thereof on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company must send the copy to that person within 21 days or such longer period as the Registrar thinks fit after the day on which the request is received by the company. (10) The Registrar may by written notice require a company to send to the Registrar within such time as may be specified in the notice a copy of its register or any part thereof. (11) A company must produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting. (12) It is a defence to a prosecution for failing to comply with subsection (1), (1A) or (5) in respect of particulars relating to a director or chief executive officer if the defendant proves that the failure was due to the failure of the director or chief executive officer to comply with section 165 of this Act, or (as the case may be) section 133 of the Securities and Futures Act 2001 with respect to those particulars. [36/2014] (13) In this section — ( a ) a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and ( b ) a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest. (14) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share is a reference to a debenture or participatory interest. (15) For the purposes of the application of this section — ( a ) a director or chief executive officer of a company is deemed to hold or have an interest or a right in or over any shares or debentures if — (i) a wife or husband of the director or chief executive officer (as the case may be) (not being herself or himself a director or chief executive officer thereof) holds or has an interest or a right in or over any shares or debentures; or (ii) a child of less than 18 years of age of that director or chief executive officer (as the case may be) (not being himself or herself a director or chief executive officer) holds or has an interest in shares or debentures; and ( b ) any contract, assignment or right of subscription is deemed to have been entered into or exercised or made by, or a grant is deemed as having been made to, the director or chief executive officer (as the case may be) if — (i) the contract, assignment or right of subscription is entered into, exercised or made by, or a grant is made to, the wife or husband of a director or chief executive officer of a company (not being herself or himself a director or chief executive officer thereof); or (ii) the contract, assignment or right of subscription is entered into, exercised or made by, or a grant is made to, a child of less than 18 years of age of a director or chief executive officer of a company (not being himself or herself a director or chief executive officer thereof). [36/2014] (16) In subsection (15), “child” includes stepson, adopted son, stepdaughter and adopted daughter. [36/2014] (17) 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 and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.


document_id: coa-1967
provision_ref: s164A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 164A
title: Power to require disclosure of directors’ emoluments
content:
164A. —(1) If a company is served with a notice sent by or on behalf of — ( a ) at least 10% of the total number of members of the company (excluding the company itself if it is registered as a member); or ( b ) a member or members with at least 5% of the total number of issued shares of the company (excluding treasury shares), requiring the emoluments and other benefits received by the directors of the company or of a subsidiary to be disclosed, the company must — ( c ) within 14 days or such longer period as the Registrar may allow, prepare or cause to be prepared and cause to be audited a statement showing the total amount of emoluments and other benefits paid to or received by each of the directors of the company and each director of a subsidiary; including any amount paid by way of salary, for the financial year immediately preceding the service of the notice; ( d ) when the statement mentioned in paragraph ( c ) has been audited, within 14 days send a copy of the statement to all persons entitled to receive notice of general meetings of the company; and ( e ) lay the statement before the next general meeting of the company held after the statement is audited. (2) If default is made in complying with this section, the company and every director of the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.


document_id: coa-1967
provision_ref: s165
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 165
title: General duty to make disclosure
content:
165. —(1) Every director and chief executive officer of a company must give written notice to the company — ( a ) of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary for the purposes of compliance by the firstmentioned company with section 164 that are applicable in relation to him or her; ( b ) of particulars of any change in respect of the particulars referred to in paragraph ( a ) of which notice has been given to the company including the consideration (if any) received as a result of the event giving rise to the change; and ( c ) of such events and matters affecting or relating to himself or herself as are necessary for the purposes of compliance by the company with section 173A that are applicable in relation to him or her. [36/2014] (2) A notice under subsection (1) must be given — ( a ) in the case of a notice under subsection (1)( a ), within 2 business days after — (i) the date on which the director became a director or the chief executive officer became a chief executive officer, as the case may be; or (ii) the date on which the director or chief executive officer (as the case may be) became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts, whichever last occurs; and ( b ) in the case of a notice under subsection (1)( b ), within 2 business days after the occurrence of the event giving rise to the change mentioned in that paragraph. [36/2014] (3) A company must, within 7 days after it receives a notice given under subsection (1), send a copy of the notice to each of the other directors or chief executive officers of the company. [36/2014] (4) It is a defence to a prosecution for failing to comply with subsection (1)( a ) or ( b ) or with subsection (2) if the defendant proves that his or her failure was due to his or her not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that — ( a ) he or she was not so aware on the date of the information or summons; or ( b ) he or she became so aware less than 7 days before the date of the summons. (5) For the purposes of subsection (4), a person is conclusively presumed to have been aware at a particular time of a fact or occurrence — ( a ) of which the person would, if the person had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time; or ( b ) of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her master’s or principal’s interest or interests in a share in or a debenture of or participatory interest issued by the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master’s or principal’s affairs, have been aware at that time. (6) In this section — ( a ) a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and ( b ) a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest. (7) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share is a reference to a debenture or participatory interest. (8) Nothing in section 164 or this section requires a company to enter in its register or requires a director to give notice to the company of matters that are shown in the register kept by the company in accordance with the repealed section 134 as in force immediately before 5 October 1973. (9) Any director or chief executive officer who fails to comply with subsection (1) or (2) or any company that fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction. [36/2014] (10) Subsection (1)( a ) and ( b ) does not apply to a person — ( a ) who is a director or chief executive officer of a listed company; and ( b ) who is required to make disclosure of the matters referred to in subsection (1)( a ) and ( b ) of this section under section 133 of the Securities and Futures Act 2001. [2/2009; 36/2014] 166. [ Repealed by Act 2 of 2009 ] 167. [ Repealed by Act 13 of 1987 ]


document_id: coa-1967
provision_ref: s168
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 168
title: Payments to director for loss of office, etc.
content:
168. —(1) It is not lawful — ( a ) for a company to make to any director any payment by way of compensation for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection with his or her retirement from any such office; or ( b ) for any payment to be made to any director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company, unless particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company and the proposal has been approved by the company in general meeting and when any such payment has been unlawfully made the amount received by the director is deemed to have been received by him or her in trust for the company. (1A) The requirement for approval by the company in subsection (1) does not apply in respect of any payment to a director holding a salaried employment or office in the company by way of compensation for termination of employment pursuant to an existing legal obligation arising from an agreement made between the company and the director if — ( a ) the amount of the payment does not exceed the total emoluments of the director for the year immediately preceding his or her termination of employment; and ( b ) the particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company upon or prior to the payment. [36/2014] (1B) For the purposes of subsection (1A) — ( a ) an existing legal obligation is an obligation of the company, or any corporation which is by virtue of section 6 deemed to be related to the company, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office; and ( b ) if paragraph ( a ) or ( b ) of that subsection is not complied with, the amount received by the director is deemed to have been received by him or her on trust for the company. [36/2014] (2) 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 must take all reasonable steps to secure that particulars with respect to the proposed payment, including the amount thereof, are 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 any requirement of law relating to take‑over offers or any requirement of the Take‑over Code mentioned in section 139 of the Securities and Futures Act 2001. (3) A director who fails to comply with subsection (2) 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 to do so shall be guilty of an offence, and if the requirements of that subsection are not complied with any sum received by the director on account of the payment is deemed to have been received by him or her in trust for any person who has sold the person’s shares as a result of the offer made. (4) 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 or her 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) is for the purposes of this section deemed to have been a payment made to the director by way of compensation for loss of office or as consideration for or in connection with his or her retirement from office. As to payments to directors (5) 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 or her retirement from office does not include — ( a ) any payment under an agreement entered into before 1 January 1967; ( b ) any payment under an agreement particulars of which have been disclosed to and approved by special resolution of the company; ( c ) any bona fide payment by way of damages for breach of contract; ( d ) any bona fide payment by way of pension or lump sum payment in respect of past services, including any superannuation or retiring allowance, superannuation gratuity or similar payment, where the value or amount of the pension or payment, except insofar as it is attributable to contributions made by the director, does not exceed the total emoluments of the director in the 3 years immediately preceding his or her retirement or death; or ( e ) any payment to a director pursuant to an agreement made between the company and him or her before he or she became a director of the company as the consideration or part of the consideration for the director agreeing to serve the company as a director. (6) This section is 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. (7) 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.


document_id: coa-1967
provision_ref: s169
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 169
title: Provision and improvement of director’s emoluments
content:
169. —(1) A company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach of this section is void. (2) In this section, “emoluments” in relation to a director includes fees and percentages, any sums paid by way of expenses allowance insofar as those sums are charged to income tax in Singapore, any contribution paid in respect of a director under any pension scheme and any benefits received by him or her otherwise than in cash in respect of his or her services as director. 170. [ Repealed by Act 36 of 2014 ]


document_id: coa-1967
provision_ref: s171
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 171
title: Secretary
content:
171. —(1) Every company must have one or more secretaries each of whom must be a natural person who has his or her principal or only place of residence in Singapore and who is not debarred under section 155B from acting as secretary of the company. [36/2014] (1A) It is the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company. (1AA) In addition, it is the duty of the directors of a public company to take all reasonable steps to secure that each secretary of the company is a person who — ( a ) on 15 May 1987 held the office of secretary in that company and continued to hold that office on 15 May 2003; or ( b ) satisfies such requirements relating to experience, professional and academic requirements and membership of professional associations, as may be prescribed. [36/2014] (1AB) The Registrar may require a private company to appoint a person who satisfies subsection (1AA)( b ) as its secretary if the Registrar is satisfied that the company has failed to comply with any provision of this Act with respect to the keeping of any register or other record. [36/2014] (1B) Any person who is appointed by the directors of a company as a secretary must, at the time of his or her appointment, by himself or herself or through a registered qualified individual authorised by him or her, file with the Registrar a declaration in the prescribed form that he or she consents to act as secretary and providing the prescribed particulars. [36/2014] (1C) A person to whom subsection (1AA)( a ) applies who, after 15 May 1987, becomes a secretary of another company and is not qualified to act as secretary under subsection (1AA)( b ) is not to be regarded as being a person who is qualified to discharge the functions of secretary under this subsection. [36/2014] (1D) In this section and sections 173 to 173I, “secretary” includes an assistant or deputy secretary. [36/2014] (1E) Where a director is the sole director of a company, he or she must not act or be appointed as the secretary of the company. (2) Subsection (1) does not operate to prevent a corporation which was acting as the secretary of a company immediately before 29 December 1967 from continuing to act as secretary of that company for a period of 12 months after that date. (3) The secretary or secretaries are to be appointed by the directors and at least one of those secretaries must be present at the registered office of the company by himself or herself or his or her agent or clerk on the days and at the hours during which the registered office is to be accessible to the public. (3A) Despite subsection (3), a secretary or his or her agent or clerk of a private company need not be physically present at the registered office during the times specified in that subsection if a secretary or his or her agent or clerk of the private company is readily contactable by a person at the registered office by telephone or other means of instantaneous communication during those times. [36/2014] (4) Subject to subsection (4A), anything required or authorised 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 authorised generally or specially in that behalf by the directors. (4A) The office of secretary must not be left vacant for more than 6 months at any one time. (5) A provision requiring or authorising a thing to be done by or in relation to a director and the secretary is not satisfied by its being done by or in relation to the same person acting both as director and as, or in place of, the secretary.


document_id: coa-1967
provision_ref: s172
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 172
title: Provision protecting officers from liability
content:
172. —(1) Any provision that purports to exempt an officer of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. [36/2014] (2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for an officer of the company against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void, except as permitted by section 172A or 172B. [36/2014] (3) This section applies to any provision, whether contained in a company’s constitution or in any contract with the company or otherwise. [36/2014]


document_id: coa-1967
provision_ref: s172A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 172A
title: Provision of insurance
content:
172A. Section 172(2) does not prevent a company from purchasing and maintaining for an officer of the company insurance against any such liability mentioned in that subsection. [36/2014]


document_id: coa-1967
provision_ref: s172B
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 172B
title: Third party indemnity
content:
172B. —(1) Section 172(2) does not apply where the provision for indemnity is against liability incurred by the officer to a person other than the company, except when the indemnity is against — ( a ) any liability of the officer to pay — (i) a fine in criminal proceedings; or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non‑compliance with any requirement of a regulatory nature (however arising); or ( b ) any liability incurred by the officer — (i) in defending criminal proceedings in which he or she is convicted; (ii) in defending civil proceedings brought by the company or a related company in which judgment is given against him or her; or (iii) in connection with an application for relief referred to in subsection (4) in which the court refuses to grant him or her relief. [36/2014] (2) The references in subsection (1)( b ) to a conviction, judgment or refusal of relief are references to the final decision in the proceedings. [36/2014] (3) For the purposes of subsection (2) — ( a ) a conviction, judgment or refusal of relief becomes final — (i) if it is not appealed against — at the end of the period for bringing an appeal; or (ii) if it is appealed against — at the time when the appeal (or any further appeal) is disposed of; and ( b ) an appeal (or further appeal) is disposed of — (i) if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or (ii) if it is abandoned or otherwise ceases to have effect. [36/2014] (4) The reference in subsection (1)( b )(iii) to an application for relief is to an application for relief under section 76A(13) or 391. [36/2014]


document_id: coa-1967
provision_ref: s173
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173
title: Registers of directors, chief executive officers, secretaries and auditors
content:
173. —(1) The Registrar must, in respect of each company, keep a register of the company’s — ( a ) directors; ( b ) chief executive officers; ( c ) secretaries; and ( d ) auditors (if any). [36/2014] (2) The register under subsection (1) is to be kept in such form as the Registrar may determine. [36/2014] (3) Subject to subsection (4), the register of a company’s directors must contain the following information in respect of each director of the company: ( a ) full name and any former name; ( b ) residential address; [Act 21 of 2024 wef 09/12/2024] ( ba ) contact address; [Act 21 of 2024 wef 09/12/2024] ( c ) nationality; ( d ) identification; ( e ) date of appointment; ( f ) date of cessation of appointment. [36/2014] (4) The Registrar need only keep any former name of a director in the register of the company for a period of 5 years from the date on which the name was furnished to the Registrar. [36/2014] (5) The register of a company’s chief executive officers must contain the following information in respect of each chief executive officer of the company: ( a ) full name; ( b ) residential address; [Act 21 of 2024 wef 09/12/2024] ( ba ) contact address; [Act 21 of 2024 wef 09/12/2024] ( c ) nationality; ( d ) identification; ( e ) date of appointment; ( f ) date of cessation of appointment. [36/2014] (6) The register of a company’s secretaries must contain the following information in respect of each secretary of the company: ( a ) full name; ( b ) residential address; [Act 21 of 2024 wef 09/12/2024] ( ba ) contact address; [Act 21 of 2024 wef 09/12/2024] ( c ) identification; ( d ) date of appointment; ( e ) date of cessation of appointment. [36/2014] (7) The register of a company’s auditors must contain the following information in respect of each auditor of the company: ( a ) full name; ( b ) an address at which the auditors may be contacted; ( c ) identification, if any; ( d ) date of appointment; ( e ) date of cessation of appointment. [36/2014] (8) An entry in the register of directors, register of chief executive officers, register of secretaries and register of auditors required to be kept by the Registrar under this section, is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the respective register. [36/2014] (9) A certificate of the Registrar setting out any of the particulars required to be entered or inserted in the register of directors, register of chief executive officers, register of secretaries or register of auditors required to be kept by the Registrar under this section shall in all courts and before all persons and bodies authorised by law to receive evidence be received as prima facie evidence of the entry of such particulars in the respective register. [36/2014] (10) A certificate of the Registrar stating that, at the time specified in the certificate, a person was named as director, chief executive officer, secretary or auditor of the company in the register of directors, register of chief executive officers, register of secretaries or register of auditors (as the case may be) shall in all courts and before all persons and bodies authorised by law be received as prima facie evidence of the fact, until by a notification of change given to the Registrar it appears that the person has ceased to be or becomes disqualified to act as such a director, chief executive officer, secretary or auditor, as the case may be. [36/2014] (11) For the purposes of this section, a director includes an alternate, a substitute or a local director. [Act 21 of 2024 wef 09/12/2024] (12) [ Deleted by Act 21 of 2024 wef 09/12/2024 ] (13) [ Deleted by Act 21 of 2024 wef 09/12/2024 ] (14) Any document required to be served under this Act on any person who is a director, chief executive officer or secretary is sufficiently served if addressed to the person and left at or sent by post to his or her residential address or contact address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under this section. [36/2014] [Act 21 of 2024 wef 09/12/2024] (15) Any document required to be served under this Act on a person who is for the time being an auditor of a company is sufficiently served if addressed to the person and left at or sent by post to the address which is entered in the register of auditors kept by the Registrar under this section. [36/2014]


document_id: coa-1967
provision_ref: s173A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173A
title:
Duty of company to provide information on directors, chief executive officers, secretaries and auditors

content:
173A. —(1) A company must by notice furnish to the Registrar — ( a ) within 14 days after a person becomes a director, chief executive officer, secretary or auditor, the information required under section 173(3), (5), (6) or (7), as the case may be; and ( b ) within 14 days after any change in — (i) the appointment of any director, chief executive officer, secretary or auditor; or (ii) any information required to be contained in the registers of directors, chief executive officers, secretaries and auditors referred to in section 173(3), (5), (6) or (7). [36/2014] (2) [ Deleted by Act 21 of 2024 wef 09/12/2024 ] (3) The information to be furnished to the Registrar under subsection (1) must be given in a notice in such form as may be prescribed or, if not prescribed, in such form as the Registrar may determine. [36/2014]


document_id: coa-1967
provision_ref: s173B
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173B
title:
Duty of directors, chief executive officers, secretaries and auditors to provide information to company

content:
173B. —(1) A director, a chief executive officer, a secretary or an auditor (as the case may be) must give the company — ( a ) any information the company needs to comply with section 173A(1)( a ) as soon as practicable but not later than 14 days after his or her initial appointment unless he or she has previously given the information to the company in writing; and ( b ) any information the company needs to comply with section 173A(1)( b ) as soon as practicable but not later than 14 days after any change to the information referred to in section 173(3), (5), (6) and (7). [36/2014] (2) Despite subsection (1), a director, a chief executive officer, a secretary or an auditor (as the case may be) must, subject to subsection (3), provide any information referred to in section 173(3), (5), (6) or (7) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost. [36/2014] (3) The director, chief executive officer, secretary or auditor (as the case may be) mentioned in subsection (2) must furnish the information to the company as soon as practicable but not later than 14 days after receipt of a written request for such information from the company. [36/2014] (4) [ Deleted by Act 21 of 2024 wef 09/12/2024 ]


document_id: coa-1967
provision_ref: s173C
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173C
title: Duty of company to keep consents of directors and secretaries
content:
173C. Every company must keep at its registered office — ( a ) in respect of each director — (i) a signed copy of his or her consent to act as director; (ii) a statement that he or she is not disqualified to act as director under this Act or under any other written law; and (iii) documentary evidence (if any) of any change in his or her name; and ( b ) in respect of a secretary, a signed copy of his or her consent to act as secretary. [36/2014]


document_id: coa-1967
provision_ref: s173D
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173D
title:
Saving and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors before 3 January 2016

content:
173D. —(1) In the case of a company incorporated before 3 January 2016 the name and particulars of the persons who were lodged with the Registrar as a director, a secretary or an auditor of the company under section 173 in force immediately before that date, must be entered in the company’s register of directors, register of secretaries or register of auditors (whichever may be applicable) referred to in section 173, until a notification of any change to the information referred to in section 173(3), (6) or (7) is received by the Registrar under section 173A(1)( b ). [36/2014] (2) Where a company mentioned in subsection (1) has lodged the name and particulars of one or more managers with the Registrar as a manager or managers (as the case may be) of the company under section 173 in force immediately before 3 January 2016, the name and particulars of the manager or managers (as the case may be) must be entered in the company’s register of chief executive officers referred to in section 173, until a notification of any change in the information referred to in section 173(5) is received by the Registrar under section 173A(1)( b ). [36/2014] (3) For the purposes of subsections (1) and (2) — ( a ) the address lodged with the Registrar in respect of any director or secretary under section 173 in force immediately before 3 January 2016 must be entered as his or her residential address; ( b ) the address lodged with the Registrar in respect of any manager under section 173 in force immediately before 3 January 2016 must be entered as his or her residential address in his or her capacity as chief executive officer of the company; and ( c ) the address lodged with the Registrar in respect of any auditor under section 173 in force immediately before 3 January 2016, must be entered as the auditor’s address. [36/2014] [Act 21 of 2024 wef 09/12/2024]


document_id: coa-1967
provision_ref: s173E
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173E
title: Self‑notification in certain circumstances
content:
173E. —(1) A director who ceases to qualify to act as director by virtue of section 148 or 155 — ( a ) must, without affecting section 165(1)( c ), notify the company of his or her disqualification as soon as practicable but not later than 14 days after the disqualification; and ( b ) may give the notice referred to in section 173A(1)( b ) to the Registrar if the director has reasonable cause to believe that the company will not do so. [36/2014] (2) A director who resigns from office and who has given notice of his or her resignation to the company, or a director who is removed or retires from office, may give the notice referred to in section 173A(1)( b ) to the Registrar if the director has reasonable cause to believe that the company will not do so. [36/2014] (3) A secretary who resigns from office and who has given notice of his or her resignation to the company, or a secretary who is removed or retires from office, may give the notice referred to in section 173A(1)( b ) to the Registrar if the secretary has reasonable cause to believe that the company will not do so. [36/2014] (4) A director, chief executive officer or secretary who has changed his or her residential address or contact address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173, or an auditor who has changed the auditor’s address which is entered in the register of auditors kept by the Registrar under section 173, may give the notice referred to in section 173A(1)( b ) to the Registrar if he or she has reasonable cause to believe that the company will not do so. [36/2014] [Act 21 of 2024 wef 09/12/2024]


document_id: coa-1967
provision_ref: s173F
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173F
title: Amendment of register by Registrar to indicate death or disqualification
content:
173F. —(1) Where the Registrar has reasonable cause to believe that a director of a company has been disqualified, under or by virtue of section 148, 149, 149A, 154, 155, 155A, 155C or 155D — ( a ) from being a director of the company; or ( b ) from acting as a director of the company, the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has been disqualified from being or acting as a director (as the case may be) by virtue of that fact. [Act 21 of 2024 wef 09/12/2024] (1A) Where the Registrar has reasonable cause to believe that a director of a company is dead, the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a director by virtue of that fact. [Act 21 of 2024 wef 09/12/2024] (2) Where the Registrar has reasonable cause to believe that a chief executive officer of a company is dead, the Registrar may on his or her own initiative amend the register of chief executive officers of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a chief executive officer of the company by virtue of that fact. [36/2014] (3) Where the Registrar has reasonable cause to believe that a secretary of a company is dead, the Registrar may on his or her own initiative amend the register of secretaries of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a secretary of the company by virtue of that fact. [36/2014] (4) Where the Registrar has reasonable cause to believe that the auditor of a company — ( a ) has had its registration as an accounting entity suspended or removed; or ( b ) being an individual is dead, the Registrar may on his or her own initiative amend the register of auditors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be an auditor of the company by virtue of that fact. [36/2014] (5) Where the Registrar has reasonable cause to believe that he or she has made an amendment to the relevant register under subsection (1), (1A), (2), (3) or (4) under a mistaken belief that a director, a chief executive officer, a secretary or an auditor (as the case may be) of a company has ceased to be a director, a chief executive officer, a secretary or an auditor (as the case may be) of the company, the Registrar may on his or her own initiative amend the register of directors, register of chief executive officers, register of secretaries or register of auditors to restore the name of the person in such register. [36/2014] [Act 21 of 2024 wef 09/12/2024]


document_id: coa-1967
provision_ref: s173G
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173G
title:
Transitional provision on keeping of contact address and residential address of director, chief executive officer or secretary

content:
173G. —(1) Where, immediately before the commencement date, there is an alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries, respectively, of any company, the Registrar must, as from that date, cause — ( a ) the alternate address to be kept as the contact address of the director, chief executive officer or secretary in that register, instead of as the alternate address of that director, chief executive officer or secretary, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date; and ( b ) that contact address to be made available for public inspection and access under section 12(2)( c ) as the address of that director, chief executive officer or secretary. (2) Where, immediately before the commencement date — ( a ) there is no alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) of a company kept by the Registrar under section 173(1)( a ), ( b ) or ( c ), respectively; and ( b ) the residential address of the director, chief executive officer or secretary is entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) of the company, the Registrar must, as from the commencement date, cause — ( c ) the residential address to be kept as the contact address of that director, chief executive officer or secretary in that register until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date, in addition to being kept as the residential address of that director, chief executive officer or secretary; and ( d ) the contact address to be made available for public inspection and access under section 12(2)( c ) as the address of that director, chief executive officer or secretary. (3) Where — ( a ) before the commencement date, the residential address of a director, chief executive officer or secretary of a company (called in this subsection the individual) has been entered in the register of directors, register of chief executive officers or register of secretaries, of the company; and ( b ) on the commencement date, those registers do not show that the individual holds any of the positions mentioned in paragraph ( a ) in the same company, the Registrar must, as from the commencement date, cause the individual’s residential address to be excluded from public inspection or access of that register of that company under section 12(2)( c ). (4) Subsection (5) applies to a notice or information required to be furnished or given under section 173A or 173B (as the case may be) relating to an appointment or change in the appointment of a director, chief executive officer or secretary of a company which occurred before the commencement date. (5) Where the notice or information mentioned in subsection (4) is furnished or given on or after the commencement date, the notice or information must provide the information required under section 173 as in force when the notice or information is furnished or given, despite the appointment or the change in the appointment having occurred before the commencement date. (6) In this section, “commencement date” means the date of commencement of section 40 of the ACRA (Registry and Regulatory Enhancements) Act 2024. [Act 21 of 2024 wef 09/12/2024]


document_id: coa-1967
provision_ref: s173H
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173H
title: Penalty for breach under sections 173, 173A, 173B and 173C
content:
173H. —(1) If default is made by a company in section 173A(1) or 173C, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [36/2014] (2) A director, a chief executive officer, a secretary or an auditor who fails to comply with any requirement under section 173B shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [Act 21 of 2024 wef 09/12/2024] (3) [ Deleted by Act 21 of 2024 wef 09/12/2024 ] (4) [ Deleted by Act 21 of 2024 wef 09/12/2024 ]


document_id: coa-1967
provision_ref: s173I
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173I
title: Transitional provisions for old registers of directors, managers, secretaries and auditors
content:
173I. —(1) A company must continue to keep the following information for the periods set out in subsection (2): ( a ) with respect to each person who is a director of the company immediately before 3 January 2016 — (i) the signed copy of the person’s consent to act as a director mentioned in section 173(2)( a ) in force immediately before that date; and (ii) documentary evidence (if any) of any change in the person’s name mentioned in section 173(2)( c ) in force immediately before that date; ( b ) with respect to each person who is a secretary of the company immediately before 3 January 2016, the signed copy of the person’s consent to act as a secretary mentioned in section 173(4A) in force immediately before that date. [36/2014] (2) The period mentioned in subsection (1) commences on 3 January 2016 and ceases on — ( a ) in the case of subsection (1)( a ), the date on which the person ceases to be a director of the company; or ( b ) in the case of subsection (1)( b ), the date on which the person ceases to be a secretary of the company. [36/2014] (3) Section 173(8) in force immediately before 3 January 2016 continues to apply in respect of any information lodged with the Registrar under section 173 in force immediately before that date. [36/2014] Division 3 &#x2014; Meetings and proceedings


document_id: coa-1967
provision_ref: s173J
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 173J
title: Arrangements for meetings
content:
173J. —(1) This section applies to the following types of meetings: ( a ) an annual general meeting of a company; ( b ) an extraordinary general meeting of a company; ( c ) a statutory meeting of a company; ( d ) a general meeting of an amalgamating company mentioned in section 215C or 215D; ( e ) a meeting of a class of members of the company; ( f ) any of the following meetings ordered by the Court, if the Court so directs: (i) a meeting ordered by the Court under section 182; (ii) a meeting of creditors, members of a company, holders of units of shares of a company, or a class of such persons, ordered by the Court under section 210. (2) Unless excluded under subsection (5) or (7), a meeting to which this section applies may be held — ( a ) at a physical place; ( b ) at a physical place and using virtual meeting technology; or ( c ) using virtual meeting technology only. (3) Where a meeting to which this section applies under subsection (2)( b ) or ( c ) is held, the meeting may be held without any number of those participating in the meeting being together at the same place. (4) Unless excluded or modified under subsection (5) or excluded under subsection (7), where a meeting to which this section applies is held (whether wholly or partly) using virtual meeting technology — ( a ) a reference in this Act to any person (including any member of a company) attending a meeting includes a person who is attending the meeting using virtual meeting technology; ( b ) a reference in this Act to any person (including any member of a company) present or personally present at a meeting includes a person who attends the meeting using virtual meeting technology; ( c ) subject to paragraph ( f ), a reference in this Act to a vote of a member of a company at a meeting (including a vote for the purposes of electing a chairperson of a meeting), includes a vote by electronic means or any other means permitted by the constitution of the company; ( d ) subject to paragraph ( f ), a reference in this Act to voting by a member of the company at a meeting (including voting for the purposes of electing a chairperson of a meeting), includes voting by electronic means or any other means permitted by the constitution of the company; ( e ) subject to paragraph ( f ), a reference in this Act to the entitlement or right of a person to vote at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to vote by electronic means or any other means permitted by the constitution of the company; ( f ) a reference in this Act to voting by a person on a show of hands at a meeting includes, where the person is present by virtual meeting technology, voting by the person by electronic means or any other means permitted by the constitution of the company but only if the person can be identified — (i) by any method that may be prescribed relating to the verification or authentication of the identity of persons attending the meeting; or (ii) if no method is so prescribed, by any method that the directors of the company may determine; ( g ) a reference in this Act to the entitlement or right of a person to be heard at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to be heard by any means of synchronous communication that the directors of the company may determine; ( h ) a reference in this Act to the right of a person to speak on any resolution before a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine; ( i ) a reference in this Act to the right of a person to speak at a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine; ( j ) a reference in this Act to members of a company present at a meeting being at liberty to discuss any matter includes the discussion by members present by virtual meeting technology of the matter by any means of synchronous communication that the directors of the company may determine; ( k ) a reference in this Act to any representation being read out or declaration being made at a meeting includes the communication of that representation or declaration at the meeting by any means of synchronous communication that the directors of the company may determine; ( l ) a reference in this Act to an auditor’s report being read before the company in general meeting includes the communication of the contents of that auditor’s report at the general meeting by any means of synchronous communication that the directors of the company may determine; ( m ) a reference in this Act to a document being available for inspection at a meeting includes making the document available — (i) on a website during the meeting; or (ii) by any other means during the meeting that the company may by ordinary resolution determine; ( n ) a reference in this Act to the production of the company’s register at the commencement of the annual general meeting and to the keeping of the register open and accessible during the meeting to all persons attending the meeting includes making the register available — (i) on a website during the meeting; or (ii) by any other means during the meeting that the company may by ordinary resolution determine; ( o ) a reference in this Act to the keeping of the list showing the names and addresses of the members of a company and the number of shares held by them respectively open and accessible to any member during the continuance of the meeting includes making the list available — (i) on a website during the meeting; or (ii) by any other means during the meeting that the company may by ordinary resolution determine; ( p ) a reference in this Act to the laying of a statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document before a meeting of the company includes producing or making available the relevant document — (i) on a website; or (ii) by any other means that the company may by ordinary resolution determine; and ( q ) a reference in this Act to any statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document being laid or caused to be laid before the company at a meeting includes the relevant document being produced or made available or caused to be produced or made available — (i) on a website; or (ii) by any other means that the company may by ordinary resolution determine. (5) This section applies despite the provisions contained in a company’s constitution, except where — ( a ) in the case of a company incorporated before 1 July 2023, the company on or after that date amends, alters or adds to its constitution — (i) to exclude the application of paragraph ( b ) or ( c ) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or (ii) to exclude or modify the application of paragraphs ( a ) to ( q ) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or ( b ) in the case of a company incorporated on or after 1 July 2023 — (i) the constitution of the company — (A) excludes the application of paragraph ( b ) or ( c ) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or (B) excludes or modifies the application of paragraphs ( a ) to ( q ) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or (ii) the company at any time after its incorporation amends, alters or adds to its constitution — (A) to exclude the application of paragraph ( b ) or ( c ) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or (B) to exclude or modify the application of paragraphs ( a ) to ( q ) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies. (6) In subsection (4), a reference to a member of a company includes, where appropriate, the member’s proxy or the member’s representative. (7) The Minister may, by order in the Gazette , exclude the application of subsection (2)( c ) in respect of any prescribed class of companies. (8) To avoid doubt and subject to the constitution of the company, nothing in this Act prohibits a meeting of the board of directors of a company, or a committee consisting of one or more directors of a company, from being held — ( a ) at a physical place and using virtual meeting technology; or ( b ) using virtual meeting technology only. [Act 17 of 2023 wef 01/07/2023]


document_id: coa-1967
provision_ref: s174
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 174
title: Statutory meeting and statutory report
content:
174. —(1) Every public company that is a limited company and has a share capital must, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the “statutory meeting”. (2) The directors must at least 7 days before the day on which the meeting is to be held forward a report to be called the “statutory report” to every member of the company. (3) The statutory report must be certified by not less than 2 directors of the company and must state — ( a ) the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted; ( b ) the total amount of cash received by the company in respect of all the shares allotted and so distinguished; ( c ) an abstract of the receipts of the company and of the payments made thereout up to a date within 7 days of the date of the report exhibiting under distinctive headings the receipts from shares and debentures and other sources the payments made thereout and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses; ( d ) the names and addresses and descriptions of the directors, trustees for holders of debentures (if any), auditors (if any), chief executive officers (if any) and secretaries of the company; and ( e ) the particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification. [36/2014] (4) The statutory report must, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors, if any. (5) The directors must cause a copy of the statutory report and the auditor’s report (if any) to be lodged with the Registrar at least 7 days before the date of the statutory meeting. (6) The directors must cause a list showing the names and addresses of the members and the number of shares held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to any member during the continuance of the meeting. (7) The members present at the meeting are at liberty to discuss any matter relating to the formation of the company or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the constitution may be passed. [36/2014] (8) The meeting may adjourn from time to time and at any adjourned meeting any resolution of which notice has been given in accordance with the constitution either before or subsequently to the former meeting may be passed and the adjourned meeting has the same powers as an original meeting. [36/2014] (9) The meeting may by ordinary resolution appoint a committee or committees of inquiry, and at any adjourned meeting a special resolution may be passed that the company be wound up if, despite any other provision of this Act, at least 7 days’ notice of intention to propose the resolution has been given to every member of the company. (10) In the event of any default in complying with this section every officer of the company who is in default and every director of the company who fails to take all reasonable steps to secure compliance with this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.


document_id: coa-1967
provision_ref: s175
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 175
title: Annual general meeting
content:
175. —(1) Subject to this section and section 175A, a general meeting of every company to be called the “annual general meeting” must, in addition to any other meeting, be held after the end of each financial year within — ( a ) 4 months in the case of a public company that is listed; or ( b ) 6 months in the case of any other company. [15/2017] (2) The Registrar may extend the period mentioned in subsection (1)( a ) or ( b ) — ( a ) upon an application by the company, if the Registrar thinks there are special reasons to do so; or ( b ) in respect of any prescribed class of companies. [15/2017] (3) Subject to notice being given to all persons entitled to receive notice of the meeting, a general meeting may be held at any time and the company may resolve that any meeting held or summoned to be held is the annual general meeting of the company. (4) If default is made in holding an annual general meeting — ( a ) the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty; and ( b ) the Court may on the application of any member order a general meeting to be called. (5) The Minister may, by order in the Gazette , specify such other period in substitution of the period mentioned in subsection (1)( a ) or ( b ), or both. [15/2017]


document_id: coa-1967
provision_ref: s175A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 175A
title: When private company need not hold annual general meeting
content:
175A. —(1) A company need not hold an annual general meeting for a financial year — ( a ) if it is a private company in respect of which there is in force a resolution passed in accordance with subsection (2) to dispense with the holding of annual general meetings; ( b ) if, at the end of that financial year, it is a private company and has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1) within the period specified in section 203(1)( b ); or ( c ) if, at the end of that financial year, it is both a private company and a dormant relevant company the directors of which are, under section 201A, exempt from the requirements of section 201 for the financial year. [15/2017] (2) Despite any other provision of this Act, a resolution mentioned in subsection (1)( a ) is only treated as passed at a general meeting if it has been passed by all of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at the meeting. [15/2017] (3) A resolution under subsection (1)( a ) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting. [15/2017] (4) In any year in which an annual general meeting would be required to be held but for this section, and in which no such meeting has been held, any member of the company may, by notice to the company not later than 14 days before the date by which an annual general meeting would have been required under section 175 to be held, require the holding of an annual general meeting in that year. [15/2017] (5) The power of a member under subsection (4) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement. (6) If such a notice is given or electronic communication is transmitted, section 175(1) and (4) applies with respect to the calling of the meeting and the consequences of default. (7) A resolution mentioned in subsection (1)( a ) ceases to be in force if the company is converted to a public company. [15/2017] (8) If the resolution mentioned in subsection (1)( a ) ceases to be in force but less than 3 months remain to the date on which the company is required under section 175 to hold an annual general meeting, the company need not hold that annual general meeting. [15/2017] (9) Subsection (8) does not affect any obligation of the company to hold an annual general meeting in that year pursuant to a notice given under subsection (4) or an electronic communication transmitted under subsection (5). (10) Unless the contrary intention appears, if a company need not hold an annual general meeting for a financial year then for that financial year — ( a ) a reference in any provision of this Act to the doing of anything at an annual general meeting is to be read as a reference to the doing of that thing by way of a resolution by written means under section 184A; ( b ) a reference in any provision of this Act to the date or conclusion of an annual general meeting is, unless the meeting is held, to be read as a reference to the date of expiry of the period by which an annual general meeting would have been required under section 175 to be held; ( c ) the reference in section 197(1) or (1A) to the lodging of a return with the Registrar after its annual general meeting is to be read as a reference to the lodging of that return — (i) in the case of a company mentioned in subsection (1)( a ) or ( b ) — after the company has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1); or (ii) in the case of a company mentioned in subsection (1)( c ) — after the end of its financial year. [15/2017] (11) In this section, an address of a person includes any number or address used for electronic communication.


document_id: coa-1967
provision_ref: s176
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 176
title: Convening of extraordinary general meeting on requisition
content:
176. —(1) The directors of a company, despite anything in its constitution, must, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of the total number of paid‑up shares as at the date of the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of members representing not less than 10% of the total voting rights of all members having at that date a right to vote at general meetings, immediately proceed duly to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the receipt by the company of the requisition. [36/2014] (1A) For the purposes of subsection (1), any of the company’s paid‑up shares held as treasury shares are to be disregarded. [36/2014] (2) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists. (3) If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a meeting, the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may themselves, in the same manner as nearly as possible as that in which meetings are to be convened by directors convene a meeting, but any meeting so convened must not be held after the expiration of 3 months from that date. (4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting must be paid to the requisitionists by the company, and any sum so paid must be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default. (5) A meeting at which a special resolution is to be proposed is deemed not to be duly convened by the directors if they do not give such notice thereof as is required by this Act in the case of special resolutions.


document_id: coa-1967
provision_ref: s177
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 177
title: Calling of meetings
content:
177. —(1) Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the constitution may call a meeting of the company. [36/2014] (2) A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, must be called by written notice of not less than 14 days or such longer period as is provided in the constitution. [36/2014] (3) A meeting is, even though it is called by notice shorter than is required by subsection (2), deemed to be duly called if it is so agreed — ( a ) in the case of a meeting called as the annual general meeting — by all the members entitled to attend and vote thereat; or ( b ) in the case of any other meeting — by a majority in number of the members having a right to attend and vote thereat, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting. (4) So far as the constitution does not make other provision in that behalf, notice of every meeting must be served on every member having a right to attend thereat in the manner in which notices are required to be served by the model constitution prescribed under section 36(1) for the type of company to which the company belongs, if any. [36/2014]


document_id: coa-1967
provision_ref: s178
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 178
title: Right to demand a poll
content:
178. —(1) Any provision in a company’s constitution is void insofar as it would have the effect — ( a ) of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting; ( b ) of making ineffective a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting that is made — (i) by not less than 5 members having the right to vote at the meeting; (ii) by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or (iii) by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right; or ( c ) of requiring the instrument appointing a proxy or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy to be received by the company or any other person more than 72 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat. [36/2014] (1A) Despite subsection (1)( b ), where any provision of the constitution of a company incorporated before 3 January 2016 is void under subsection (1)( b )(ii) or (iii), a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting may be made — ( a ) by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or ( b ) by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right. [36/2014] (2) The instrument appointing a proxy to vote at a meeting of a company is deemed to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a member of the company is deemed to be the same as a demand by the member. (3) A person entitled to vote on a poll at a meeting is deemed to be a person entitled to vote for the purposes of this Act.


document_id: coa-1967
provision_ref: s179
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 179
title: Quorum, chairperson, voting, etc., at meetings
content:
179. —(1) So far as the constitution does not make other provision in that behalf and subject to sections 64 and 64A — ( a ) 2 members of the company personally present form a quorum; ( b ) any member elected by the members present at a meeting may be chairperson thereof; ( c ) in the case of a company having a share capital — (i) on a show of hands, each member who is personally present and entitled to vote has one vote; and (ii) on a poll, each member has one vote in respect of each share held by the member and where all or part of the share capital consists of stock or units of stock each member has one vote in respect of the stock or units of stock held by the member which is or are or were originally equivalent to one share; and ( d ) in the case of a company not having a share capital every member has one vote. [36/2014] (2) On a poll taken at a meeting a person entitled to more than one vote need not, if the person votes, use all the person’s votes or cast all the votes the person uses in the same way. (3) A corporation may by resolution of its directors or other governing body — ( a ) if it is a member of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the company or of any class of members; or ( b ) if it is a creditor, including a holder of debentures, of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of any creditors of the company, and a person so authorised is, in accordance with the person’s authority and until the person’s authority is revoked by the corporation, entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company. (4) Where — ( a ) a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and ( b ) the person is not otherwise entitled to be present at the meeting as a member or proxy or as a corporate representative of another member, the corporation is, for the purposes of subsection (1), deemed to be personally present at the meeting. [36/2014] (5) Subject to section 41(8) and (9), a certificate under the seal of the corporation is prima facie evidence of the appointment or of the revocation of the appointment (as the case may be) of a representative pursuant to subsection (3). (6) Where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary and a minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any act, matter, or thing, or any ordinary or special resolution, required by this Act or by the constitution of the subsidiary to be made, performed, or passed by or at an ordinary general meeting or an extraordinary general meeting of the subsidiary has been made, performed, or passed, that act, matter, thing, or resolution is, for all purposes, deemed to have been duly made, performed, or passed by or at an ordinary general meeting, or as the case requires, by or at an extraordinary general meeting of the subsidiary. [36/2014] (7) Where by or under any provision of this Act any notice, copy of a resolution or other document relating to any matter is required to be lodged by a company with the Registrar, and a minute mentioned in subsection (6) is signed by the representative pursuant to that subsection and the minute relates to such a matter the company must within 14 days after the signing of the minute lodge a copy thereof with the Registrar. [36/2014] (8) For the purposes of this section, any reference to a member of a company does not include the company itself where it is such a member by virtue of its holding shares as treasury shares.


document_id: coa-1967
provision_ref: s180
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 180
title: As to member’s rights at meetings
content:
180. —(1) A member has, despite any provision in the constitution of the company, a right to attend any general meeting of the company and to speak on any resolution before the meeting. [36/2014] (2) In the case of a company limited by shares, the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of section 64, the share confers on the holder a right to vote on that resolution. [36/2014] (3) In the case of a company other than a company limited by shares, a member may vote on a resolution before a general meeting of the company if the right to vote on that resolution is conferred on the member under the constitution of the company. [36/2014] (4) Despite subsection (2), a preference share issued after 15 August 1984 but before 3 January 2016 carries, in addition to any other right conferred by this Act, the right in a poll at any general meeting to at least one vote in respect of each such share held during such period as the preferential dividend or any part thereof remains in arrears and unpaid, such period starting from a date not more than 12 months, or such lesser period as the constitution may provide, after the due date of the dividend. [36/2014] (5) For the purposes of subsection (4) — ( a ) “preference share” means a share, by whatever name called, which does not entitle the holder thereof — (i) to the right to vote at a general meeting (except in the circumstances specified in subsection (4)); or (ii) 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; and ( b ) a dividend is deemed to be due on the date appointed in the constitution for the payment of the dividend for any year or other period or, if no such date is appointed, upon the day immediately following the expiration of the year or other period and whether or not such dividend has been earned or declared. [36/2014]


document_id: coa-1967
provision_ref: s181
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 181
title: Proxies
content:
181. —(1) Subject to this section, a member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, is entitled to appoint another person, whether a member or not, as the member’s proxy to attend and vote instead of the member at the meeting and a proxy appointed to attend and vote instead of a member also has the same right as the member to speak at the meeting. [36/2014] (1A) Subject to this section, unless the constitution otherwise provides — ( a ) a proxy is not entitled to vote except on a poll; ( b ) a member is not entitled to appoint more than 2 proxies to attend and vote at the same meeting; and ( c ) where a member appoints 2 proxies, the appointments are invalid unless the member specifies the proportions of the member’s holdings to be represented by each proxy. [36/2014] (1B) Despite anything to the contrary in the constitution of a company, a member may appoint a proxy under this section by depositing with the company an instrument of appointment by electronic means. [Act 17 of 2023 wef 01/07/2023] (1BA) The electronic means by which an instrument of appointment may be deposited under subsection (1B) must be specified by the company in the notice of meeting. [Act 17 of 2023 wef 01/07/2023] (1C) A member of a company having a share capital who is a relevant intermediary may appoint more than 2 proxies in relation to a meeting to exercise all or any of the member’s rights to attend and to speak and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by the member (which number and class of shares must be specified). [36/2014] [Act 17 of 2023 wef 01/07/2023] (1D) A proxy appointed under subsection (1C) has at a meeting the right to vote on a show of hands. [36/2014] (2) In every notice calling a meeting of a company or a meeting of any class of members of a company there must appear with reasonable prominence a statement as to the rights of the member to appoint a proxy or proxies to attend and vote instead of the member, and that a proxy need not also be a member; and if default is made in complying with this subsection as respects any meeting, every officer of the company who is in default shall be guilty of an offence. [36/2014] (3) Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued at the company’s expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. (4) No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at the member’s request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy. (5) Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued or circulated shall be guilty of an offence unless the invitation is accompanied by a form of proxy which entitles the member to direct the proxy to vote either for or against the resolution. (6) In this section, “relevant intermediary” means — ( a ) a banking corporation licensed under the Banking Act 1970 or a wholly‑owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; ( b ) a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act 2001 and who holds shares in that capacity; or ( c ) the Central Provident Fund Board established by the Central Provident Fund Act 1953, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation. [36/2014; 4/2017]


document_id: coa-1967
provision_ref: s182
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 182
title: Power of Court to order meeting
content:
182. If for any reason it is impracticable to call a meeting in any manner in which meetings may be called or to conduct the meeting in the manner prescribed by the constitution or this Act, the Court may, either of its own motion or on the application of any director or of any member who would be entitled to vote at the meeting or of the personal representative of any such member, order a meeting to be called, held and conducted in such manner as the Court thinks fit, and may give such ancillary or consequential directions as it thinks expedient, including a direction that one member present in person or by proxy is deemed to constitute a meeting or that the personal representative of any deceased member may exercise all or any of the powers that the deceased member could have exercised if he or she were present at the meeting. [36/2014]


document_id: coa-1967
provision_ref: s183
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 183
title: Circulation of members’ resolutions, etc.
content:
183. —(1) Subject to this section, a company must on the requisition of such number of members of the company as is specified in subsection (2) and, unless the company otherwise resolves, at the expense of the requisitionists — ( a ) give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting or (if the resolution is proposed to be passed by written means under section 184A) for which agreement is sought; and ( b ) circulate to members entitled to have notice of any general meeting sent to them any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting. (2) The number of members necessary for a requisition under subsection (1) is — ( a ) any number of members representing not less than 5% of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or ( b ) not less than 100 members holding shares in the company on which there has been paid up an average sum, per member, of not less than $500. (3) Subject to subsection (3A), notice of a resolution referred to in subsection (1) must be given, and any statement so referred to must be circulated, to members of the company entitled to have notice of the meeting sent to them by serving on each member, in any manner permitted for service of the notice of the meeting, a copy of the resolution and statement. (3A) Where the resolution is proposed to be passed by written means under section 184A, the notice of the resolution and statement must be given and circulated to members of the company entitled to have notice of the meeting sent to them by serving on each member — ( a ) a copy of the resolution and statement; and ( b ) a notification that formal agreement to the resolution is being sought under section 184A. (3B) Notice of the resolution must be given to any other member of the company by serving on the member notice of the general effect of the resolution in any manner permitted for giving the member notice of meetings of the company. (3C) Except where the resolution is proposed to be passed by written means under section 184A, the copy of the resolution mentioned in subsection (3) must be served, or notice of the general effect of the resolution mentioned in subsection (3B) must be given (as the case may be) in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it must be served or given as soon as practicable thereafter. (4) Subject to subsection (4A), a company is not bound under this section to give notice of any resolution or to circulate any statement unless — ( a ) a copy of the requisition signed by the requisitionists, or 2 or more copies which between them contain the signatures of all the requisitionists, is deposited at the registered office of the company — (i) in the case of a requisition requiring notice of a resolution — not less than 6 weeks before the meeting; and (ii) in the case of any other requisition — not less than one week before the meeting; and ( b ) there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company’s expenses in giving effect thereto, but if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date 6 weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection is deemed to have been properly deposited for the purposes thereof. (4A) A company is not bound under this section to give notice of any resolution which is proposed to be passed by written means under section 184A, or to circulate any statement relating thereto, unless — ( a ) the requisition setting out the text of the resolution and the statement is received by a director of the company in legible form or a permitted alternative form; and ( b ) the notice states that formal agreement to the resolution is sought under section 184A. (4B) Where the requisition under subsection (4A)( a ) requests that the date of its receipt by a company be notified to a specified person, the directors must, without delay after it is first received by a director in legible form or a permitted alternative form, notify that person of the date when it was first so received. (5) The company is not bound under this section to circulate any statement 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 requisitionists, even though they are not parties to the application. (6) Despite anything in the company’s constitution, the business which may be dealt with at an annual general meeting includes any resolution of which notice is given in accordance with this section, and for the purposes of this subsection notice is deemed to have been so given despite the accidental omission, in giving it, of one or more members. [36/2014] (7) In the event of any default in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000. (8) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied — ( a ) in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or ( b ) in another form that — (i) is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and (ii) is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.


document_id: coa-1967
provision_ref: s184
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 184
title: Special resolutions
content:
184. —(1) A resolution is a special resolution when it has been passed by a majority of not less than three‑fourths of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting of which — ( a ) in the case of a private company — not less than 14 days’ written notice; or ( b ) in the case of a public company — not less than 21 days’ written notice, specifying the intention to propose the resolution as a special resolution has been duly given. (2) Despite subsection (1), if it so agreed by a majority in number of the members having the right to attend and vote at the meeting, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting, a resolution may be proposed and passed as a special resolution at a meeting of which written notice of a period less than that required under subsection (1) has been given. (3) At any meeting at which a special resolution is submitted, a declaration of the chairperson that the resolution is carried is unless a poll is demanded conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. (4) At any meeting at which a special resolution is submitted, a poll is deemed to be effectively demanded if demanded — ( a ) by such number of members for the time being entitled under the constitution to vote at the meeting as is specified in the constitution, but it is not in any case necessary for more than 5 members to make the demand; ( b ) if no such provision is made by the constitution — by 3 members so entitled, or by one or 2 members so entitled, if — (i) that member holds or those 2 members together hold not less than 10% of the total number of paid‑up shares of the company (excluding treasury shares); or (ii) that member represents or those 2 members together represent not less than 10% of the total voting rights of all the members having a right to vote at that meeting. [36/2014] (4A) For the purposes of subsection (4), any reference to a member does not include a reference to a company itself where it is registered as a member. (5) In computing the majority on a poll demanded on the question that a special resolution be passed, reference must be had to the number of votes cast for and against the resolution and to the number of votes to which each member is entitled by this Act or the constitution of the company. [36/2014] (6) For the purposes of this section, notice of a meeting is deemed to be duly given and the meeting is deemed to be duly held when the notice is given and the meeting held in the manner provided by this Act or by the constitution. [36/2014] (7) Any extraordinary resolution, duly and appropriately passed before 29 December 1967 is for the purposes of this Act treated as a special resolution. (8) Where in the case of a company incorporated before 29 December 1967 any matter is required or permitted to be done by extraordinary resolution, that matter may be done by special resolution.


document_id: coa-1967
provision_ref: s184A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 184A
title: Passing of resolutions by written means
content:
184A. —(1) Despite any other provision of this Act, a private company or an unlisted public company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F. [36/2014] (2) Subsection (1) does not apply to a resolution mentioned in section 175A(1)( a ) or a resolution for which special notice is required. [15/2017] (3) A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent — ( a ) at least 75%; or ( b ) if the constitution of the company requires a greater majority for that resolution, that greater majority, of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company. [36/2014] (4) An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent — ( a ) a majority; or ( b ) if the constitution of the company requires a greater majority for that resolution, that greater majority, of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company. [36/2014] (4A) A resolution mentioned in section 76(9B)( e ) is passed by written means if the resolution indicates that it is a resolution mentioned in that provision and if it has been formally agreed on any date by all the members of the company who on that date would have the right to vote on that resolution at a general meeting of the company. (5) For the purposes of this section, a resolution of a company is formally agreed by a member if — ( a ) the company receives from the member (or the member’s proxy if this is allowed) a document that — (i) is given to the company in legible form or a permitted alternative form; (ii) indicates the member’s agreement (or agreement on the member’s behalf) to the resolution by way of the member’s signature (or the member’s proxy’s signature if that is allowed), or such other method as the constitution may provide; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and ( b ) the member (or the member’s proxy) had a legible text of the resolution before giving that document. [36/2014] (6) Nothing in subsection (3), (4) or (4A) is to be construed as requiring the requisite number of members to formally agree to the resolution on a single day. (6A) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied — ( a ) in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or ( b ) in another form that — (i) is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and (ii) is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form. (7) Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accordance with this section. (8) Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section. (9) In this section and sections 184B to 184F, “unlisted public company” means a public company the securities of which are not listed for quotation or quoted on an approved exchange in Singapore or any securities exchange outside Singapore. [36/2014; 4/2017]


document_id: coa-1967
provision_ref: s184B
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 184B
title: Requirements for passing of resolutions by written means
content:
184B. —(1) A resolution of a private company or an unlisted public company may only be passed by written means if — ( a ) either — (i) agreement to the resolution was first sought by the directors of the company in accordance with section 184C; or (ii) a requisition for that resolution was first given to the company in accordance with section 183 and, by reason of that notice, the documents referred to in section 183(3A) in respect of the resolution were served on members of the company in accordance with section 183(3A); ( b ) the constitution of the company does not prohibit the passing of resolutions (either generally or for the purpose in question) by written means; and ( c ) all conditions in the company’s constitution relating to the passing of the resolution by written means are met. [36/2014] (2) Any resolution that is passed in contravention of subsection (1) is invalid.


document_id: coa-1967
provision_ref: s184C
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 184C
title: Where directors seek agreement to resolution by written means
content:
184C. —(1) The directors of a private company or an unlisted public company who wish to seek agreement to a resolution of the company and for it to be passed by written means must send to each member, having the right to vote on that resolution at a general meeting, a copy of the text of the resolution. [36/2014] (2) As far as practicable, the directors must comply with subsection (1) as respects every member at the same time and without delay. (3) Without limiting any other means of complying with subsections (1) and (2), the directors have complied with those subsections if they secure that the same paper document containing the text of the resolution is sent without delay to each member in turn. (4) Subject to section 184D, if the resolution is passed before the directors have complied with subsection (1) as respects every member, that fact does not affect the validity of the resolution or any obligation already incurred by the directors under subsections (1) and (2).


document_id: coa-1967
provision_ref: s184D
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 184D
title: Members may require general meeting for resolution
content:
184D. —(1) Any member or members of a private company or an unlisted public company representing at least 5% of the total voting rights of all the members having the right to vote on a resolution at a general meeting of the company may, within 7 days after — ( a ) the text of the resolution has been sent to the member or members in accordance with section 184C; or ( b ) the documents referred to in section 183(3A) in respect of the resolution have been served on the member or members, as the case may be, give notice to the company requiring that a general meeting be convened for that resolution. [36/2014] (2) Where notice is given under subsection (1) — ( a ) the resolution is invalid even though it may have in the meantime been passed in accordance with section 184A; and ( b ) the directors must proceed to convene a general meeting for the resolution.


document_id: coa-1967
provision_ref: s184DA
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 184DA
title: Period for agreeing to written resolution
content:
184DA. —(1) Unless the constitution of a company otherwise provides, a resolution proposed to be passed by written means lapses if it is not passed before the end of the period of 28 days beginning with the date on which the written resolution is circulated to the members of the company. [36/2014] (2) The agreement to a resolution is ineffective if indicated after the expiry of that period. [36/2014]


document_id: coa-1967
provision_ref: s184E
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 184E
title: Company’s duty to notify members that resolution passed by written means
content:
184E. —(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must — ( a ) notify every member that it has been passed; and ( b ) do so within 15 days from the earliest date on which a director or secretary of the company is aware that it has been passed. [36/2014] (2) Non‑compliance with this section does not render the resolution invalid.


document_id: coa-1967
provision_ref: s184F
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 184F
title: Recording of resolutions passed by written means
content:
184F. —(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must cause a record of the resolution, and the indication of each member’s agreement (or agreement on the member’s behalf) to it, to be entered in a book in the same way as minutes of proceedings of a general meeting of the company. [36/2014] (2) Non‑compliance with subsection (1) does not render the resolution invalid. (3) Any such record, if purporting to be signed by a director or the secretary of the company, is evidence of the proceedings in passing the resolution. (4) Where a record is made in accordance with this section, then, until the contrary is proved, the requirements of this Act with respect to those proceedings are deemed to have been complied with. (5) Section 189 applies in relation to a record made in accordance with this section as it applies in relation to minutes of proceedings of a general meeting.


document_id: coa-1967
provision_ref: s184G
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 184G
title: Resolutions of one member companies
content:
184G. —(1) Despite anything in this Act, a company that has only one member may pass a resolution by the member recording the resolution and signing the record. (2) If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied by lodging the information or document with the resolution that is passed.


document_id: coa-1967
provision_ref: s185
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 185
title: Resolution requiring special notice
content:
185. Where by this Act special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company must give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, must give them notice thereof, in any manner allowed by the constitution, not less than 14 days before the meeting, but if after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice, although not given to the company within the time required by this section, is deemed to be properly given. [36/2014]


document_id: coa-1967
provision_ref: s186
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 186
title: Registration and copies of certain resolutions
content:
186. —(1) A copy of — ( a ) every special resolution; and ( b ) every resolution, including any resolution passed under section 175A(1)( a ), which effectively binds any class of shareholders whether agreed to by all the members of that class or not, must, except where otherwise expressly provided by this Act within 14 days after the passing or making thereof, be lodged by the company with the Registrar. [36/2014; 15/2017] (2) Where the constitution of a company has not been registered, a copy of every resolution to which this section applies must be forwarded to any member at the member’s request on payment of $1 or such less sum as the company directs. [36/2014] [Act 17 of 2023 wef 01/07/2023] (3) In the event of any default in complying with subsection (1) the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. (4) In the event of any default in complying with subsection (2), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine of $50 for each copy in respect of which default is made.


document_id: coa-1967
provision_ref: s187
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 187
title: Resolutions at adjourned meetings
content:
187. Where a resolution is passed at an adjourned meeting of a company or of holders of any class of shares or of directors the resolution is for all purposes treated as having been passed on the date on which it was in fact passed and not on any earlier date.


document_id: coa-1967
provision_ref: s188
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 188
title: Minutes of proceedings
content:
188. —(1) Every company must cause — ( a ) minutes of all proceedings of general meetings and of meetings of its directors and of its chief executive officers (if any) to be entered in books kept for that purpose within one month of the date upon which the relevant meeting was held; and ( b ) those minutes to be signed by the chairperson of the meeting at which the proceedings were had or by the chairperson of the next succeeding meeting. [36/2014] (2) Any minutes so entered that purport to be signed as provided in subsection (1) are evidence of the proceedings to which they relate, unless the contrary is proved. (3) Where minutes have been so entered and signed, then, until the contrary is proved — ( a ) the meeting is deemed to have been duly held and convened; ( b ) all proceedings had thereat are deemed to have been duly had; and ( c ) all appointments of officers or liquidators made thereat are deemed to be valid. (3A) Every company must keep minute books in which it must cause to be entered the following matters: ( a ) if the company has only one director — (i) the passing of resolutions by that director; and (ii) the making of declarations by that director; ( b ) resolutions passed by written means under section 184A, within one month of the passing or making of each resolution or declaration. (3B) The company must ensure that minutes of the passing of a resolution mentioned in subsection (3A)( b ) are signed by a director within a reasonable time after the resolution is passed. (3C) The director of a company with only one director who has passed a resolution or made a declaration must sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made. (3D) Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) are evidence of the resolution or declaration to which they relate, unless the contrary is proved. (4) 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 and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.


document_id: coa-1967
provision_ref: s189
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 189
title: Inspection of minute books
content:
189. —(1) The books mentioned in section 188(1) and (3A) must be kept by the company at the registered office or the principal place of business in Singapore of the company, and must be open to the inspection of any member without charge. (2) Any member is entitled to be furnished within 14 days after the member has made a request in writing in that behalf to the company with a copy of any minutes specified in section 188(1) or (3A) at a charge not exceeding $1 for every page thereof. (2A) Subsection (1) does not apply to books containing minutes of proceedings of meetings of a company’s directors and of its chief executive officers, or (as the case may be) books containing minutes of the passing of resolutions and the making of declarations by the director of a company that has only one director; and subsection (2) does not apply to any of those minutes. [36/2014] (3) If any copy required under this section is not so furnished the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400 and also to a default penalty. Division 4 &#x2014; Register of members kept by public company [36/2014]


document_id: coa-1967
provision_ref: s189A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 189A
title: Application and interpretation of Division
content:
189A. —(1) This Division applies only in relation to a public company. [36/2014] (2) In this Division, a reference to the register means the register of members required to be kept by a public company under section 190(1). [36/2014]


document_id: coa-1967
provision_ref: s190
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 190
title: Register and index of members of public companies
content:
190. —(1) Every public company must keep a register of its members and enter therein — ( a ) the names and addresses of the members, and in the case of a public company having a share capital a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member; ( b ) the date at which the name of each person was entered in the register as a member; ( c ) the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and ( d ) in the case of a public company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment. [36/2014] (2) Despite anything in subsection (1), where the public company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company must alter the register to show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (1)( a ). [36/2014] (2A) Where a public company purchases one or more of its own shares or stocks in circumstances in which section 76H applies — ( a ) the requirements of subsections (1)( a ), ( b ) and ( c ) and (2) must be complied with unless the public company cancels all of the shares or stocks immediately after the purchase in accordance with section 76K(1); but ( b ) any share or stock which is so cancelled is to be disregarded for the purposes of subsections (1)( a ) and (2). [36/2014] (3) Despite anything in subsection (1), a public company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former members need not be supplied to any person who applies for a copy of the register unless the person specifically requests the names and particulars of former members. [36/2014] (4) The register of members is prima facie evidence of any matters inserted therein as required or authorised by this Act. Index of members of public company (5) Every public company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index, keep an index in convenient form of the names of the members and must, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index. [36/2014] (6) The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found. (7) If default is made in complying with this section, the public company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. [36/2014]


document_id: coa-1967
provision_ref: s191
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 191
title: Where register to be kept
content:
191. —(1) The register of members and index (if any) must be kept at the registered office of the public company, but — ( a ) if the work of making them up is done at another office of the company in Singapore they may be kept at that other office; or ( b ) if the company arranges with some other person to make up the register and index (if any) on its behalf they may be kept at the office of that other person at which the work is done if that office is in Singapore. [36/2014] (2) Every public company must, within 14 days after the register and index, if any, are first kept at a place other than the registered office, lodge with the Registrar notice of the place where the register and index (if any) are kept and must, within 14 days after any change in the place at which the register and index (if any) are kept, lodge with the Registrar notice of the change. [36/2014] (3) If default is made in complying with this section, the public company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. [36/2014]


document_id: coa-1967
provision_ref: s192
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 192
title: Inspection and closing of register
content:
192. —(1) A public company may close the register of members or any class of members for one or more periods not exceeding 30 days in the aggregate in any calendar year. [36/2014] (2) The register and index must be open to the inspection of any member without charge and of any other person on payment for each inspection of $1 or such less sum as the public company requires. [36/2014] (3) Any member or other person may request the public company to furnish that member or other person with a copy of the register, or of any part thereof, but only so far as it relates to names, addresses, number of shares held and amounts paid on shares, on payment in advance of $1 or such less sum as the company requires for every page thereof required to be copied and the company must cause any copy so requested by any person to be sent to that person within a period of 21 days or within such further period as the Registrar considers reasonable in the circumstances commencing on the day next after the day on which the request is received by the company. [36/2014] (4) If any copy so requested is not sent within the period prescribed by subsection (3), the public company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400 and also to a default penalty. [36/2014]


document_id: coa-1967
provision_ref: s193
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 193
title: Consequences of default by agent
content:
193. Where, by virtue of section 191(1)( b ), the register of members is kept at the office of some person other than the public company, and by reason of any default of the person the company fails to comply with section 191(1) or (2) or with section 192 or with any requirements of this Act as to the production of the register, that other person shall be liable to the same penalties as if that other person were an officer of the company who was in default, and the power of the Court under section 399 extends to the making of orders against that other person and that other person’s officers and employees. [36/2014]


document_id: coa-1967
provision_ref: s194
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 194
title: Power of Court to rectify register
content:
194. —(1) If — ( a ) the name of any person is without sufficient cause entered in or omitted from the register; or ( b ) default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member, the person aggrieved or any member or the public company may apply to the Court for rectification of the register, and the Court may refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party to the application. [36/2014] (2) On any application under subsection (1), the Court may decide — ( a ) any question relating to the title of any person who is a party to the application to have the person’s name entered in or omitted from the register, whether the question arises between members or alleged members or between members or alleged members on the one hand and the public company on the other hand; and ( b ) generally, any question necessary or expedient to be decided for the rectification of the register. [36/2014] (3) The Court when making an order for rectification of the register must by its order direct a notice of the rectification to be so lodged. (4) No application for the rectification of a register in respect of an entry which was made in the register more than 30 years before the date of the application may be entertained by the Court.


document_id: coa-1967
provision_ref: s195
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 195
title: Limitation of liability of trustee, etc., registered as holder of shares
content:
195. —(1) Any trustee, executor or administrator of the estate of any deceased person who was registered in a register as the holder of a share in any company may become registered as the holder of that share as trustee, executor or administrator of that estate and is in respect of that share subject to the same liabilities and no more as he or she would have been subject to if the share had remained registered in the name of the deceased person. [15/2017] (2) Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any company being a share registered in a register may with the consent of the company and of the registered holder of that share become registered as the holder of the share as trustee, executor or administrator of that estate and is in respect of the share subject to the same liabilities and no more as he or she would have been subject to if the share had been registered in the name of the deceased person. [15/2017] (3) Shares in a company registered in a register and held by a trustee in respect of a particular trust must at the request of the trustee be marked in the register in such a way as to identify them as being held in respect of the trust. [15/2017] (4) Subject to this section, no notice of any trust expressed, implied or constructive may be entered in a register or be receivable by the Registrar and no liabilities are affected by anything done pursuant to subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section and the company concerned is not affected by notice of any trust by anything so done. [15/2017]


document_id: coa-1967
provision_ref: s196
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 196
title: Branch registers
content:
196. —(1) A public company having a share capital may cause to be kept in any place outside Singapore a branch register of members which is deemed to be part of the company’s register of members. [36/2014] (2) The public company must lodge with the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such notice must be lodged within 14 days after the opening of the office or of the change or discontinuance, as the case may be. [36/2014] (3) A branch register must be kept in the same manner in which the principal register is by this Act required to be kept. (4) The public company must transmit to the office at which its principal register is kept a copy of every entry in its branch register as soon as possible after the entry is made, and must cause to be kept at that office duly entered up from time to time a duplicate of its branch register, which is for all purposes of this Act deemed to be part of the principal register. [36/2014] (5) Subject to this section with respect to the duplicate register, the shares registered in a branch register must be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a branch register may during the continuance of that registration be registered in any other register. (6) A public company may discontinue a branch register and thereupon all entries in that register must be transferred to some other branch register kept by the company in the same place or to the principal register. [36/2014] (7) This section applies to all public companies incorporated in Singapore. [36/2014] (8) If by virtue of the law in force in any other country any corporation incorporated under that law keeps in Singapore a branch register of its members, the Minister may by order declare that the provisions of this Act relating to inspection, place of keeping and rectification of registers of members apply, subject to any modifications specified in the order, to and in relation to any such branch register kept in Singapore as they apply to and in relation to the registers of companies under this Act and thereupon those provisions are to apply accordingly. (9) If default is made in complying with this section, the public company and every officer of the company who is in default and every person who, pursuant to section 191, has arranged to make up the principal register, and who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. [36/2014] Division 4A &#x2014; Electronic register of members kept by Registrar


document_id: coa-1967
provision_ref: s196A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 196A
title: Electronic register of members
content:
196A. —(1) On and after 3 January 2016, the Registrar must, in respect of every private company, keep and maintain an electronic register of members of that company containing such information notified to the Registrar on or after that date. [36/2014] (2) The electronic register of members of a private company must be kept in such form as the Registrar may determine and must contain — ( a ) the following information: (i) the names of the members; (ii) the residential address and contact address (if the member is an individual) or address (if otherwise) of each member; [Act 21 of 2024 wef 09/12/2024] (iii) in the case of a company having a share capital — (A) a statement of the shares held by each member of the amount paid or agreed to be considered as paid on the shares of each member; and (B) the date of every allotment of shares to members (including any deemed allotment as defined in section 63(3)) and the number of shares comprised in each allotment; (iv) the date on which the name of each person was entered in the register as a member; (v) the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member; and ( b ) any change to the information referred to in paragraph ( a )(i), (ii) and (iii) that occurs on or after 3 January 2016. [36/2014] (3) Where a private company has converted any of its shares into stock and the company notifies the Registrar of this fact, the register must show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (2)( a ). [36/2014] (4) Particulars of any change in the information referred to in subsection (2) must be given to the Registrar where a private company purchases one or more of its shares or stocks in circumstances in which section 76H applies unless the company cancels all the shares or stocks immediately after the purchase in accordance with section 76K(1). [36/2014] (5) The Registrar must update the electronic register of members in accordance with any change that is required or authorised by any provision of this Act to be lodged with the Registrar, including section 31(1), 63(1), 70(6), 71(1B), 74A(3), 76B(7), 76K(1A), 126(2) or 128(1)( a ). [36/2014] (6) An entry in the register of members required to be kept by the Registrar under this section is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the register of members. [36/2014]


document_id: coa-1967
provision_ref: s196B
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 196B
title: Information to be provided by pre‑existing private companies
content:
196B. —(1) A private company incorporated, or converted from a public company, before 3 January 2016 must lodge with the Registrar the information necessary to be included in the company’s electronic register of members under section 196A within the earlier of the following dates: ( a ) 6 months after 3 January 2016; ( b ) the date on which the first return under section 197 is required to be lodged with the Registrar after 3 January 2016. [36/2014] (2) If a private company to which subsection (1) applies fails to lodge any of the information that it is required to lodge under that subsection, the Registrar may, in place of the omitted information, enter in the electronic register of members the corresponding information contained in the register of members kept by the company under section 190 in force immediately before 3 January 2016. [36/2014] (3) The Registrar may extend the time for furnishing the information under subsection (1) if the Registrar considers it fair and reasonable to do so in the circumstances of the case. [36/2014]


document_id: coa-1967
provision_ref: s196C
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 196C
title: Application of sections 194 and 195
content:
196C. —(1) Section 194 applies in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A as if a reference to a register under section 194 referred to the electronic register of members of the private company in question. [36/2014] (2) Section 195 applies in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A but with the following modifications: ( a ) a reference to a register under section 194 refers to the electronic register of members of the private company in question; ( b ) the reference to any branch register were omitted; ( c ) the company is required to notify the Registrar of any request made by a trustee under section 195(3) for the relevant shares to be marked in the electronic register of members as to identify the shares being held in respect of a trust within 14 days after the request. [36/2014]


document_id: coa-1967
provision_ref: s196D
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 196D
title: Maintenance of old register of members
content:
196D. —(1) Subject to subsections (2) and (3), a private company incorporated, or which was converted from a public company before 3 January 2016 must — ( a ) continue to keep any branch register of members under section 196 in force immediately before 3 January 2016 for a period of 7 years after that date; and ( b ) continue to keep its register of members under section 190(1) in force immediately before 3 January 2016 for a period of 7 years after the last member referred to in the register ceases to be a member of the company. [36/2014] (2) A private company is not required to update the branch register or the register of members required to be kept under subsection (1) with any changes in the particulars therein that occurred on or after the date on which the company furnishes the information required to be furnished to the Registrar under section 196B(1). [36/2014] (3) Until the expiry of the period for which any branch register and register of members is required to be kept under subsection (1) but subject to subsection (2) — ( a ) sections 190, 191, 192(2), (3) and (4), 194, 195 and 196 in force immediately before 3 January 2016 continue, with the necessary modifications, to apply in relation to the branch register and register of members required to be kept under subsection (1); and ( b ) any non‑compliance with the sections mentioned in paragraph ( a ) may be dealt with and punished in accordance with those provisions as if they were in force immediately before 3 January 2016. [36/2014]


document_id: coa-1967
provision_ref: s196E
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 196E
title:
Transitional provision on keeping of residential address and contact address of members of private company

content:
196E. As from the date of commencement of section 43 of the ACRA (Registry and Regulatory Enhancements) Act 2024, the Registrar must cause — ( a ) the address contained in the electronic register of members of each member who is an individual to be kept as the residential address of that member and, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date, also as the contact address of that member; and ( b ) that contact address to be made available for public inspection and access under section 12(2)( d ) as the address of that member. [Act 21 of 2024 wef 09/12/2024] Division 5 &#x2014; Annual return


document_id: coa-1967
provision_ref: s197
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 197
title: Annual return by companies
content:
197. —(1) Every company, other than a company mentioned in subsection (1A), must lodge a return with the Registrar after its annual general meeting — ( a ) in the case of a listed company — within 5 months after the end of its financial year; and ( b ) in any other case — within 7 months after the end of its financial year. [15/2017] (1A) A company having a share capital and keeping a branch register in any place outside Singapore must lodge a return with the Registrar after its annual general meeting — ( a ) in the case of a listed company — within 6 months after the end of its financial year; and ( b ) in any other case — within 8 months after the end of its financial year. [15/2017] (1B) The Registrar may, if the Registrar thinks there are special reasons to do so, extend any period within which a company must lodge a return under subsection (1) or (1A) — ( a ) upon an application by the company; or ( b ) in respect of any prescribed class of companies. [15/2017] (2) The return mentioned in subsections (1) and (1A) — ( a ) must be in such form; ( b ) must contain such particulars and information; and ( c ) must be accompanied by such documents, as may be prescribed. [36/2014; 15/2017] (3) The particulars to be contained in, and the documents that are to accompany, the return mentioned in subsection (1) may differ according to the class or description of company prescribed. [36/2014] (4) If a private company is required under section 175A(4) to hold an annual general meeting for a financial year after it has lodged its annual return for that financial year, the company must lodge a notice of the date on which the annual general meeting was held with the Registrar within 14 days after that date. [15/2017] (5) [ Deleted by Act 15 of 2017 ] (6) If a company fails to comply with this section, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [36/2014]


document_id: coa-1967
provision_ref: s198
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 198
title: Financial year of company
content:
198. —(1) Where a company is incorporated on or after 31 August 2018 — ( a ) the company’s first financial year starts on the company’s date of incorporation and, subject to subsection (4), ends on the last day of the company’s first financial year as furnished under section 19(1)( b ); and ( b ) each of the company’s subsequent financial years starts immediately after the end of the previous financial year and ends on the last day of a period of 12 months (or such other regular interval as the Registrar may allow). [15/2017] (2) A company’s first financial year must not be longer than 18 months unless the Registrar on the application of the company otherwise approves. [15/2017] (3) Where a company was incorporated before 31 August 2018 — ( a ) the last day of the financial year for the company’s first financial year ending on or after 31 August 2018 is — (i) where the company had, before 31 August 2018, lodged an annual return, or lodged a notification with the Registrar informing the Registrar of the end of the company’s financial year — the anniversary of the last day of the financial year as indicated by the company in the last annual return or last such notification with the Registrar; or (ii) where the company had not, before 31 August 2018, lodged an annual return, or lodged a notification with the Registrar informing the Registrar of the end of the company’s financial year — the anniversary of the date of incorporation of the company; and ( b ) each of the company’s subsequent financial years starts immediately after the end of the previous financial year and ends on the last day of a period of 12 months (or such other regular interval as the Registrar may allow). [15/2017] (4) Despite subsections (1) and (3), but subject to subsections (5) and (6), a company may by notice lodged with the Registrar in the prescribed form specify a new date as the last day of the company’s financial year to apply to its previous or current financial year. [15/2017] (5) The Registrar’s approval must be obtained if the notice mentioned in subsection (4) — ( a ) results in a financial year being longer than 18 months; or ( b ) is lodged less than 5 years after the end of an earlier financial year that ended on a date on or after 31 August 2018, if the end of that earlier financial year was changed under this section. [15/2017] (6) The notice under subsection (4) cannot specify a new date as the last day of the company’s financial year — ( a ) after the expiry of the period under section 175 within which an annual general meeting of the company must be held after that financial year; ( b ) after the expiry of the period under section 197 within which an annual return of the company must be lodged with the Registrar after that financial year; or ( c ) after the expiry of the period under section 203 within which a copy of the financial statements, or consolidated financial statements, balance sheet, and documents mentioned in section 203(1) are required to be sent to all persons entitled to receive notice of general meetings of the company. [15/2017] (7) For the purposes of — ( a ) subsection (3)( a )(i), where the last day of the financial year of a company as indicated in the last annual return or in the last notification with the Registrar informing the Registrar of the last day of the company’s financial year falls on 29 February, the anniversary of that date in a year that is not a leap year is to be taken as 28 February; and ( b ) subsection (3)( a )(ii), where the date of incorporation of a company falls on 29 February, the anniversary of that date in a year that is not a leap year is to be taken as 28 February. [15/2017]


document_id: coa-1967
provision_ref: s199
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 199
title: Accounting records and systems of control
content:
199. —(1) Every company must cause to be kept such accounting and other records as will sufficiently explain the transactions and financial position of the company and enable true and fair financial statements and any documents required to be attached thereto to be prepared from time to time, and must cause those records to be kept in such manner as to enable them to be conveniently and properly audited. [36/2014] (2) The company must retain the records referred to in subsection (1) for a period of not less than 5 years from the end of the financial year in which the transactions or operations to which those records relate are completed. [2/2007] (2A) Every public company and every subsidiary company of a public company must devise and maintain a system of internal accounting controls sufficient to provide a reasonable assurance that — ( a ) assets are safeguarded against loss from unauthorised use or disposition; and ( b ) transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets. [36/2014] (3) The records referred to in subsection (1) must be kept at the registered office of the company or at such other place as the directors think fit and must at all times be open to inspection by the directors. (4) If accounting and other records are kept by the company at a place outside Singapore there must be sent to and kept at a place in Singapore and be at all times open to inspection by the directors such statements and returns with respect to the business dealt with in the records so kept as will enable to be prepared true and fair financial statements and any documents required to be attached thereto. [36/2014] (5) The Court may in any particular case order that the accounting and other records of a company be open to inspection by a public accountant acting for a director, but only upon an undertaking in writing given to the Court that information acquired by the public accountant during his or her inspection must not be disclosed by the public accountant except to that director. (6) 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 and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months and also to a default penalty. [36/2014] 200. [ Repealed by Act 36 of 2014 ] 200A. [ Repealed by Act 39 of 2007 ]


document_id: coa-1967
provision_ref: s201
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 201
title: Financial statements and consolidated financial statements
content:
201. —(1) The directors of every company must lay before the company at its annual general meeting the financial statements for the financial year in respect of which the annual general meeting is held. [15/2017] (2) Subject to subsections (12) to (15), the financial statements mentioned in subsection (1) must comply with the requirements of the Accounting Standards and give a true and fair view of the financial position and performance of the company. [36/2014] (3) [ Deleted by Act 15 of 2017 ] (4) [ Deleted by Act 15 of 2017 ] (5) Subject to subsections (12) to (15), the directors of a company that is a parent company at the end of its financial year need not comply with subsection (1) but must cause to be made out and laid before the company at its annual general meeting — ( a ) consolidated financial statements dealing with the financial position and performance of the group for the financial year in respect of which the annual general meeting is held; and ( b ) a balance sheet dealing with the state of affairs of the parent company at the end of its financial year, each of which complies with the requirements of the Accounting Standards and gives a true and fair view of the matters referred to in paragraph ( a ) or ( b ) (as the case may be) so far as it concerns members of the parent company. [36/2014; 15/2017] (6) [ Deleted by Act 15 of 2017 ] (7) The directors must (before the financial statements mentioned in subsection (1) and the balance sheet mentioned in subsection (5)( b ) are made out) take reasonable steps — ( a ) to ascertain what action has been taken in relation to the writing off of bad debts and the making of provisions for doubtful debts and to cause all known bad debts to be written off and adequate provision to be made for doubtful debts; ( b ) to ascertain whether any current assets (other than current assets to which paragraph ( a ) applies) are unlikely to realise in the ordinary course of business their value as shown in the accounting records of the company and, if so, to cause — (i) those assets to be written down to an amount which they might be expected so to realise; or (ii) adequate provision to be made for the difference between the amount of the value as so shown and the amount that they might be expected so to realise; and ( c ) to ascertain whether any non‑current asset is shown in the books of the company at an amount which, having regard to its value to the company as a going concern, exceeds the amount which would be recoverable over its useful life or on its disposal and (unless adequate provision for writing down that asset is made) to cause to be included in the financial statements such information and explanations as will prevent the financial statements from being misleading by reason of the overstatement of the amount of that asset. [36/2014] (8) The financial statements must be duly audited before they are laid before the company at its annual general meeting as required by this section, and the auditor’s report required by section 207 must be attached to or endorsed upon those financial statements. [36/2014] (9) The directors of the company must — ( a ) take reasonable steps to ensure that the financial statements are audited as required by this Part not less than 14 days before the annual general meeting of the company, unless all the persons entitled to receive notice of general meetings of the company agree that the financial statements may be audited as required by this Part less than 14 days before the annual general meeting of the company; and ( b ) cause to be attached to those financial statements the auditor’s report that is furnished to the directors under section 207(1A). [36/2014] (10) In subsections (8) and (9), “financial statements”, in relation to a company, means — ( a ) in the case where the company is not a parent company — the financial statements required to be laid before the company at its annual general meeting under subsection (1); or ( b ) in the case where the company is a parent company — the consolidated financial statements of the group and the balance sheet of the parent company required to be laid before the company at its annual general meeting under subsection (5). [36/2014] (11) Where at the end of a financial year a company is the subsidiary company of another corporation, the directors of the company must state in, or in a note as a statement annexed to, the financial statements laid before the company at its annual general meeting the name of the corporation which is its ultimate parent corporation. [36/2014] (12) The financial statements or consolidated financial statements of a company need not comply with any requirement of the Accounting Standards for the purposes of subsection (1) or (5), if the company has obtained the approval of the Registrar to such non‑compliance. [36/2014] (13) Where financial statements or consolidated financial statements prepared in accordance with any requirement of the Accounting Standards for the purposes of subsection (1) or (5), would not give a true and fair view of any matter required by this section to be dealt with in the financial statements or consolidated financial statements, the financial statements or consolidated financial statements need not comply with that requirement to the extent that this is necessary for them to give a true and fair view of the matter. [36/2014] (14) In the event of any non‑compliance with a requirement of the Accounting Standards mentioned in subsection (13), there must be included in the financial statements or consolidated financial statements, as the case may be — ( a ) a statement by the auditor of the company that the auditor agrees that such non‑compliance is necessary for the financial statements or consolidated financial statements (as the case may be) to give a true and fair view of the matter concerned; ( b ) particulars of the departure, the reason therefor and its effect, if any; and ( c ) such further information and explanations as will give a true and fair view of that matter. [36/2014] (15) The Minister may, by order in the Gazette , in respect of companies of a specified class or description, substitute other accounting standards for the Accounting Standards, and the provisions of this section and sections 207 and 209A apply accordingly in respect of such companies. [36/2014] (16) The financial statements laid before a company at its general meeting (including any consolidated financial statements annexed to the balance sheet of a parent company) must be accompanied, before the auditor reports on the financial statements under this Part, by a statement signed on behalf of the directors by 2 directors of the company containing the information set out in the Twelfth Schedule. [36/2014] (17) Any document (other than any financial statements or a balance sheet prepared in accordance with this Act) or advertisement published, issued or circulated by or on behalf of a company (other than a banking corporation) must not contain any direct or indirect representation that the company has any reserve unless the representation is accompanied — ( a ) if the reserve is invested outside the business of the company — by a statement showing the manner in which and the security upon which it is invested; or ( b ) if the reserve is being used in the business of the company — by a statement to the effect that the reserve is being so used. [36/2014] (18) The provisions of this Act relating to the form and content of the statement of directors and the annual financial statements apply to a banking corporation with such modifications and exceptions as are determined either generally or in any particular case by the Monetary Authority of Singapore established under section 3 of the Monetary Authority of Singapore Act 1970. [36/2014] (19) In respect of a company that is registered as a charity or approved as an institution of a public character under the Charities Act 1994, the requirements of this section as to the form and content of a company’s financial statements or consolidated financial statements being in compliance with the Accounting Standards apply subject to any modification prescribed under section 12(1)( f ) of that Act in respect of such a company. [36/2014] (20) For the purposes of subsections (1) and (5), a reference to the preceding financial statements includes the profit and loss account, balance sheet and consolidated accounts required to be laid before the company at its annual general meeting under section 201 in force before 1 July 2015. [36/2014] (21) For the purposes of subsections (1) and (5), a reference to the requirement to lay financial statements before a company includes the laying of the profit and loss account, balance sheet and consolidated accounts prepared in accordance with section 201 in force immediately before 1 July 2015, where such profit and loss account, balance sheet and consolidated accounts have been prepared in respect of a financial year which ended before 1 July 2015. [36/2014] (22) Subsection (16) does not apply to any company in respect of any financial year which ended before 1 July 2015; and section 201(5) to (8), (11), (12) and (15) in force immediately before that date continues to apply to such company for that financial year. [36/2014] (23) Without limiting section 197(2), a company referred to in subsection (22) must, when lodging a return with the Registrar under section 197, attach a copy of the report prepared in accordance with section 201(5) in force immediately before 1 July 2015. [36/2014]


document_id: coa-1967
provision_ref: s201A
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 201A
title: Certain dormant companies exempted from duty to prepare financial statements
content:
201A. —(1) Subject to subsection (3), the directors of a dormant relevant company are exempt from the requirements of section 201 for a financial year if the requirements set out in subsection (2) are satisfied. [36/2014] (2) The requirements referred to in subsection (1) are — ( a ) that the relevant company has been dormant — (i) from the time of its formation; or (ii) since the end of the previous financial year; ( b ) that the directors of the relevant company have lodged with the Registrar a statement by the directors that — (i) the company has been dormant for the period set out in paragraph ( a )(i) or (ii), as the case may be; (ii) no notice has been received under subsection (3) in relation to the financial year; and (iii) the accounting and other records required by this Act to be kept by the company have been kept in accordance with section 199; and ( c ) that the statement mentioned in paragraph ( b ) has been lodged with the Registrar at the same time that the annual return is required to be lodged under section 197(1). [36/2014] (3) A relevant person may by written notice require the directors of a dormant relevant company to comply with any or all of the requirements of section 201 in respect of a financial year but the written notice must be issued to the directors not less than 3 months before the end of the financial year. [36/2014] (4) In subsection (3), “relevant person” means — ( a ) the Registrar; ( b ) one or more members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares); or ( c ) not less than 5% of the total number of members of the company (excluding the company itself if it is registered as a member). [36/2014] (5) For the purposes of this section — ( a ) “relevant company” means a company — (i) which is not a listed company or a subsidiary company of a listed company; (ii) whose total assets at any time during the financial year in question does not exceed — (A) $500,000 in value; or (B) such other amount as may be prescribed in substitution by the Minister; and (iii) which, if it is a parent company (which is not itself a subsidiary company of another corporation), belongs to a group the consolidated total assets of which at any time during the financial year in question does not exceed — (A) $500,000 in value; or (B) such other amount as may be prescribed in substitution by the Minister; and ( b ) section 205B(2) and (3) applies in determining whether a relevant company is dormant. [36/2014] (6) This section does not apply to the directors of any company in respect of a financial year which ended before 3 January 2016 and the directors of such company must prepare the accounts or consolidated accounts for that financial year and lay the accounts or consolidated accounts of the company at its annual general meeting for that financial year, in accordance with Part VI in force immediately before that date. [36/2014] (7) Without limiting section 197(2), a company referred to in subsection (6) must, when lodging a return with the Registrar under section 197, attach a copy of the accounts or consolidated accounts so prepared. [36/2014]


document_id: coa-1967
provision_ref: s201AA
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 201AA
title: Retention of documents laid before company at annual general meeting
content:
201AA. —(1) Every company must cause to be kept at the company’s registered office, or such other place as the directors think fit — ( a ) a copy of each of the documents that was laid before the company at its annual general meeting under section 201 for a period of not less than 5 years after the date of the annual general meeting, being a date on or after 3 January 2016; or ( b ) in respect of any financial year for which the company need not hold an annual general meeting because of section 175A(1) — (i) a copy of the financial statements; or (ii) in the case of a parent company, a copy of the consolidated financial statements and balance sheet (including every document required by law to be attached thereto), and a copy of the auditors’ report where such financial statements or consolidated financial statements are duly audited, that were sent to all persons entitled to receive notice of general meetings of the company in accordance with section 203(1) for a period of not less than 5 years after the date on which the documents were sent, being a date on or after 3 January 2016. [36/2014; 15/2017] (2) If default is made in complying with subsection (1), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months and also to a default penalty. [36/2014] (3) The Registrar or an authorised officer may at any time require the company to furnish any document kept under subsection (1), and may, without fee or reward, inspect, make copies of or extracts from such document. [36/2014] (4) Any person who — ( a ) without lawful excuse, refuses to produce any document required of the person by the Registrar or an authorised officer under subsection (3); or ( b ) assaults, obstructs, hinders or delays the Registrar or the authorised officer in the course of inspecting or making copies or extracts from the document, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [36/2014] (5) In this section, “authorised officer” means an officer of the Authority authorised by the Registrar for the purposes of this section. [36/2014]


document_id: coa-1967
provision_ref: s201B
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 201B
title: Audit committees
content:
201B. —(1) Every listed company must have an audit committee. (2) An audit committee must be appointed by the directors from among their number (pursuant to a resolution of the board of directors) and must be composed of 3 or more members of whom a majority must not be — ( a ) executive directors of the company or any related corporation; ( b ) a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an executive director of the company or of any related corporation; or ( c ) any person having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the functions of an audit committee. (3) The members of an audit committee must elect a chairperson from among their number who is not an executive director or employee of the company or any related corporation. (4) If a member of an audit committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the board of directors must, within 3 months of that event, appoint such number of new members as may be required to make up the minimum number of 3 members. (5) The functions of an audit committee are — ( a ) to review — (i) with the auditor, the audit plan; (ii) with the auditor, the auditor’s evaluation of the system of internal accounting controls; (iii) with the auditor, the auditor’s audit report; (iv) the assistance given by the company’s officers to the auditor; (v) the scope and results of the internal audit procedures; and (vi) the financial statements of the company and, if it is a parent company, the consolidated financial statements, submitted to it by the company or the parent company, and thereafter to submit them to the directors of the company or parent company; and ( b ) to nominate a person or persons as auditor, despite anything contained in the constitution or under section 205, together with such other functions as may be agreed to by the audit committee and the board of directors. [36/2014] (6) The auditor has the right to appear and be heard at any meeting of the audit committee and must appear before the committee when required to do so by the committee. (7) Upon the request of the auditor, the chairperson of the audit committee must convene a meeting of the committee to consider any matters the auditor believes should be brought to the attention of the directors or shareholders. (8) Each audit committee may regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes. (9) Where the directors of a company or of a parent company are required to make a statement under section 201(16) and the company is a listed company, the directors must describe in the statement the nature and extent of the functions performed by the audit committee pursuant to subsection (5). [36/2014] (10) [ Deleted by Act 36 of 2014 ] (11) Any reference in this section to a director who is not an executive director of a company is a reference to a director who is not an employee of, and does not hold any other office of profit in, the company or in any related corporation of that company in conjunction with his or her office of director and his or her membership of any audit committee, and any reference to an executive director is to be read accordingly.


document_id: coa-1967
provision_ref: s201C
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 201C
title: When directors need not lay financial statements before company
content:
201C. —(1) The directors of a private company need not comply with the requirement in section 201 to lay before the company at its annual general meeting financial statements or consolidated financial statements of the company if the company need not hold an annual general meeting because of section 175A(1). [15/2017] (2) Where the financial statements or consolidated financial statements are not laid before the company at its annual general meeting under subsection (1), the reference in section 207(1) to financial statements required to be laid before the company in general meeting is to be read as a reference to the documents required to be sent to persons entitled to receive notice of general meetings of the company under section 203(1). [15/2017]


document_id: coa-1967
provision_ref: s202
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 202
title: Relief from requirements as to form and content of financial statements and directors’ statement
content:
202. —(1) The directors of a company may apply to the Registrar in writing for an order relieving them from any requirement of this Act relating to the form and content of financial statements or consolidated financial statements (other than a requirement of the Accounting Standards) or to the form and content of the statement required by section 201(16) and the Registrar may make such an order either unconditionally or on condition that the directors comply with such other requirements relating to the form and content of the financial statements or consolidated financial statements or directors’ statement as the Registrar thinks fit to impose. [36/2014] (2) The Registrar may, where the Registrar considers it appropriate, make an order in respect of a specified class of companies relieving the directors of a company in that class from compliance with any specified requirements of this Act relating to the form and content of financial statements or consolidated financial statements (other than a requirement of the Accounting Standards) or to the form and content of the statement required by section 201(16) and the order may be made either unconditionally or on condition that the directors of the company comply with such other requirements relating to the form and content of financial statements or consolidated financial statements or directors’ statement as the Registrar thinks fit to impose. [36/2014] (3) The Registrar must not make an order under subsection (1) unless he or she is of the opinion that compliance with the requirements of this Act would render the financial statements or consolidated financial statements or directors’ statement (as the case may be) misleading or inappropriate to the circumstances of the company or would impose unreasonable burdens on the company or any officer of the company. [36/2014] (4) The Registrar may make an order under subsection (1) which may be limited to a specific period and may from time to time either on application by the directors or without any such application (in which case the Registrar must give to the directors an opportunity of being heard) revoke or suspend the operation of any such order.


document_id: coa-1967
provision_ref: s202A
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 202A
title:
Voluntary revision of defective financial statements, or consolidated financial statements or balance sheet

content:
202A. —(1) Subject to subsection (3), this section applies at any time — ( a ) in the case where the holding of annual general meetings is dispensed with under section 175A — after the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet are sent to the members of the company under section 203; or ( b ) in any other case — after the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet are laid before the company at an annual general meeting. [36/2014] (2) Where this section applies, if it appears to the directors of the company that the financial statements or, in the case of a parent company, consolidated financial statements or balance sheet do not comply with the requirements of this Act (including compliance with the Accounting Standards), the directors may cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised and make necessary consequential revisions to the summary financial statement or directors’ statement. [36/2014] (3) The revision of the financial statements, or consolidated financial statements or balance sheet (as the case may be), under subsection (2) must be confined to — ( a ) those aspects in which the financial statements, or consolidated financial statements or balance sheet (as the case may be), did not comply with this Act (including compliance with the Accounting Standards); and ( b ) the making of any necessary consequential revisions. [36/2014] (4) Where the Registrar has given the directors of the company a notice under section 202B(1), the directors may not cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised unless the Registrar agrees with the directors on the manner in which to revise the financial statements, or consolidated financial statements or balance sheet (as the case may be), referred to in section 202B(2)( b ). [36/2014] (5) The Minister may make regulations under section 411 in respect of the revision of financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement, including but not limited to the following: ( a ) the manner of revision of financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement; ( b ) the application of any provision of this Act to such financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement subject to such additions, exceptions and modifications as may be specified in the regulations; ( c ) the taking of steps by the directors to bring any revision of the financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement to the notice of persons likely to rely on the previous financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement; ( d ) the requirement to lodge the revised financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement with the Registrar and the payment of any filing fee pursuant to such lodgment. [36/2014]


document_id: coa-1967
provision_ref: s202B
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 202B
title:
Registrar’s application to Court in respect of defective financial statements, or consolidated financial statements and balance sheet

content:
202B. —(1) If it appears to the Registrar that there is, or may be, a question whether the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet comply with the requirements of this Act (including compliance with the Accounting Standards), the Registrar may give notice to the directors of the company indicating the respects in which it appears that such a question arises or may arise, and specify the period within which the directors must respond. [36/2014] (2) The directors of the company to whom notice under subsection (1) is given must at the end of the period mentioned in subsection (1), or such longer period as the Registrar may allow — ( a ) give the Registrar an explanation of the financial statements, or consolidated financial statements and balance sheet (as the case may be), if the directors do not propose to revise the financial statements, or consolidated financial statements or balance sheet, as the case may be; or ( b ) inform the Registrar how the directors propose to revise the financial statements, or consolidated financial statements or balance sheet (as the case may be), to address the questions in respect of which the Registrar has given notice. [36/2014] (3) If the Registrar is satisfied with the explanation of the financial statements, or consolidated financial statements and balance sheet (as the case may be), mentioned in subsection (2)( a ), no further action need be taken by the directors in respect of the notice under subsection (1). [36/2014] (4) If the Registrar agrees with the directors on the manner in which to revise the financial statements, or consolidated financial statements or balance sheet (as the case may be), referred to in subsection (2)( b ), the directors may cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised in the manner provided in section 202A. [36/2014] (5) The Registrar may apply to Court under subsection (6) if — ( a ) the Registrar does not receive a response from the directors after giving the notice mentioned in subsection (1); ( b ) the Registrar is not satisfied with the explanation of the financial statements, or consolidated financial statements and balance sheet (as the case may be), mentioned in subsection (2)( a ); or ( c ) the Registrar does not agree with the directors on the manner in which the financial statements, or consolidated financial statements or balance sheet (as the case may be), referred to in subsection (2)( b ) are to be revised. [36/2014] (6) An application to Court referred to in subsection (5) may be for — ( a ) a declaration that the financial statements, or consolidated financial statements or balance sheet (as the case may be), do not comply with the requirements of this Act (including compliance with the Accounting Standards); and ( b ) an order requiring the directors of the company to cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised. [36/2014] (7) Where the Court orders the preparation of revised financial statements, or consolidated financial statements or balance sheet, under subsection (6), it may give directions as to — ( a ) the auditing of the financial statements, or consolidated financial statements or balance sheet, as the case may be; ( b ) the making of revisions to the financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement in such manner as the Court considers necessary within a specified period; ( c ) where the Court has given directions under paragraph ( b ) to make revisions to the summary financial statement, the review by the auditors of the revised summary financial statement; ( d ) the making of necessary consequential revisions to any other document; ( e ) the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement; and ( f ) such other matters as the Court thinks fit. [36/2014] (8) If the Court finds that the financial statements, or consolidated financial statements or balance sheet (as the case may be), did not comply with the requirements of this Act (including the Accounting Standards), it may order that all or part of — ( a ) the costs of or incidental to the application; and ( b ) any reasonable expenses incurred by the company in connection with or in consequence of the preparation of revised financial statements, or consolidated financial statements or balance sheet, as the case may be, must be borne by any or all the directors who were directors of the company as at the date of the directors’ statement which accompanied the defective financial statements, or consolidated financial statements and balance sheet, as the case may be. [36/2014] (9) The provisions of this section apply equally to revised financial statements, or consolidated financial statements or balance sheet (as the case may be), in which case they have effect as if the references to revised financial statements, or consolidated financial statements or balance sheet (as the case may be), were references to further revised financial statements, or consolidated financial statements or balance sheet, as the case may be. [36/2014]


document_id: coa-1967
provision_ref: s203
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 203
title: Members of company entitled to financial statements, etc.
content:
203. —(1) A copy of the financial statements or, in the case of a parent company, a copy of the consolidated financial statements and balance sheet (including every document required by law to be attached thereto), which is duly audited and which (or which but for section 201C) is to be laid before the company in general meeting accompanied by a copy of the auditor’s report thereon must be sent to all persons entitled to receive notice of general meetings of the company — ( a ) unless subsection (2) applies — not less than 14 days before the date of the meeting; or ( b ) if the company is not required to hold an annual general meeting because of section 175A(1)( a ) — not later than 5 months after the end of the financial year to which the financial statements, or consolidated financial statements and balance sheet, relate. [36/2014; 15/2017] (2) The financial statements, or consolidated financial statements, balance sheet and documents referred to in subsection (1) may be sent less than 14 days before the date of the meeting as required under subsection (1)( a ) if all the persons entitled to receive notice of general meetings of the company so agree. [36/2014] (3) Any member of a company (whether or not entitled to have sent to the member copies of the financial statements, or consolidated financial statements and balance sheet) to whom copies have not been sent and any holder of a debenture must, on a request being made by the member or debenture holder to the company, be furnished by the company without charge with a copy of the last financial statements, or consolidated financial statements and balance sheet (including every document required by this Act to be attached thereto) together with a copy of the auditor’s report thereon. [36/2014] (3A) If default is made in complying with subsection (1) or (3), the company and every officer of the company who is in default shall, unless it is proved that the member or holder of a debenture in question has already made a request for and been furnished with a copy of the financial statements, or consolidated financial statements and balance sheet, and all documents referred to in subsection (1) or (3), each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [36/2014] (4) In a case referred to in subsection (1)( b ), any member or auditor of the company may, by notice to the company not later than 14 days after the day on which the documents referred to in subsection (1) were sent out, require that a general meeting be held for the purpose of laying those documents before the company. [36/2014] (4A) Where a company is not required to hold an annual general meeting because of section 175A(1)( b ), any member or auditor of the company may, by notice to the company not later than 14 days after the day on which the documents referred to in subsection (1) were sent out, require that a general meeting be held for the purpose of laying those documents before the company. [15/2017] (5) Section 175A(5) applies, with the necessary modifications, to the giving of a notice under subsection (4) or (4A). [15/2017] (6) The directors of the company must, within 14 days after the date of giving of the notice mentioned in subsection (4) or (4A), convene a meeting for the purpose referred to in that subsection. [36/2014; 15/2017] (7) If default is made in convening the meeting under subsection (6) — ( a ) each director in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000; and ( b ) the Court may, on application of the member or auditor, order a general meeting to be called.


document_id: coa-1967
provision_ref: s203A
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 203A
title: Provision of summary financial statement to members
content:
203A. —(1) Despite section 203 and anything in its constitution, a company may, in such cases as may be specified by regulations and provided all the conditions so specified are complied with, send a summary financial statement instead of copies of the documents referred to in section 203(1) to members of the company. [36/2014] (2) Where a company sends to its members a summary financial statement under subsection (1), any member of the company, and any holder of a debenture, entitled to be furnished by the company with a copy of the documents referred to in section 203(3) may instead request for a summary financial statement. [36/2014] (3) A summary financial statement need not be sent to any member of the company who does not wish to receive the statement. (4) Copies of the documents referred to in section 203(1) must be sent to any member of the company who wishes to receive them. (5) The summary financial statement must be derived from the company’s annual financial statements or consolidated financial statements, and directors’ statement and must be in such form and contain such information as may be specified by regulations. [36/2014] (6) Every summary financial statement must — ( a ) state that it is only a summary of information in the company’s annual financial statements or consolidated financial statements, and directors’ statement; and ( b ) contain a statement by the company’s auditors (if any) of their opinion as to whether the summary financial statement is consistent with the financial statements or consolidated financial statements, and the directors’ statement and complies with the requirements of this section and any regulations made under subsection (9). [36/2014] (6A) The directors of the company must ensure that the summary financial statements comply with the requirements referred to in subsections (5) and (6). [36/2014] (7) If default is made in complying with this section other than subsection (6A) or any regulations made under subsection (9), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [36/2014] (8) [ Deleted by Act 36 of 2014 ] (9) The Minister may make regulations to give effect to this section, including making provision as to the manner in which it is to be ascertained whether a member of the company wishes to receive copies of the documents referred to in section 203(1) or does not wish to receive the summary financial statement under this section.


document_id: coa-1967
provision_ref: s204
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 204
title: Penalty
content:
204. —(1) If any director of a company fails to comply with section 201(2) or (5), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000. [36/2014] [Act 17 of 2023 wef 01/07/2023] (1AA) If any director of a company fails to comply with section 201(16), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [Act 17 of 2023 wef 01/07/2023] (1A) If any director of a company — ( a ) fails to comply with any provision of this Division (other than section 201(2), (5) or (16)); ( b ) fails to take all reasonable steps to secure compliance by the company with any such provision; or ( c ) has by his or her own wilful act been the cause of any default by the company of any such provision, he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years. [36/2014] (2) In any proceedings against a person for failure to take all reasonable steps to comply with, or to secure compliance with, the preceding provisions of this Division relating to the form and content of the financial statements of a company or consolidated financial statements of a parent company by reason of an omission from the financial statements or consolidated financial statements, it is a defence to prove that the omission was not intentional and that the information omitted was immaterial and did not affect the giving of a true and fair view of the matters required by section 201 to be dealt with in the financial statements or consolidated financial statements. [36/2014] (3) If an offence under this section is committed with intent to defraud creditors of the company or creditors of any other person or for a fraudulent purpose, the offender shall be liable on conviction — ( a ) in the case of an offence under subsection (1), to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both; [Act 17 of 2023 wef 01/07/2023] ( aa ) in the case of an offence under subsection (1AA), to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both; or [Act 17 of 2023 wef 01/07/2023] ( b ) in the case of an offence under subsection (1A), to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years or to both. (4) A person shall not be sentenced to imprisonment for any offence under this section unless in the opinion of the Court dealing with the case the offence was committed wilfully. Division 2 &#x2014; Audit


document_id: coa-1967
provision_ref: s205
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205
title: Appointment and remuneration of auditors
content:
205. —(1) The directors of a company must, within 3 months after incorporation of the company, appoint an accounting entity or accounting entities to be the auditor or auditors of the company, and any auditor or auditors so appointed hold office, subject to this section, until the conclusion of the first annual general meeting. [36/2014] (2) A company must at each annual general meeting of the company appoint an accounting entity or accounting entities to be the auditor or auditors of the company, and any auditor or auditors so appointed hold office, subject to this section, until the conclusion of the next annual general meeting of the company. [36/2014] (3) Subject to subsections (7) and (8) and section 205AF, the directors may appoint an accounting entity to fill any casual vacancy in the office of auditor of the company, but while such a vacancy continues the surviving or continuing auditor or auditors (if any) may act. [36/2014] (4) An auditor of a company may be removed from office by resolution of the company at a general meeting of which special notice has been given, but not otherwise. (5) Where special notice of a resolution to remove an auditor is received by a company — ( a ) it must immediately send a copy of the notice to the auditor concerned and to the Registrar; and ( b ) the auditor may, within 7 days after the receipt by the auditor of the copy of the notice, make representations in writing to the company (not exceeding a reasonable length) and request that, prior to the meeting at which the resolution is to be considered, a copy of the representations be sent by the company to every member of the company to whom notice of the meeting is sent. (6) Unless the Registrar on the application of the company otherwise orders, the company must send a copy of the representations as so requested and the auditor may, without affecting the auditor’s right to be heard orally, require that the representations be read out at the meeting. (7) Where an auditor of a company is removed from office pursuant to subsection (4) at a general meeting of the company — ( a ) the company may, at the meeting, by a resolution passed by a majority of not less than three‑fourths of such members of the company as being entitled to do so vote in person or, where proxies are allowed, by proxy immediately appoint another accounting entity nominated at the meeting as auditor; or ( b ) the meeting may be adjourned to a date not earlier than 20 days and not later than 30 days after the meeting and the company may, by ordinary resolution, appoint another accounting entity as auditor, being an accounting entity notice of whose nomination as auditor has, at least 10 days before the resumption of the adjourned meeting, been received by the company. [36/2014] (8) A company must, immediately after the removal of an auditor from office pursuant to subsection (4), give written notice of the removal to the Registrar and, if the company does not appoint another auditor under subsection (7), the Registrar may appoint an auditor. [36/2014] (9) An auditor appointed pursuant to subsection (7) or (8) must, subject to this section, hold office until the conclusion of the next annual general meeting of the company. (10) If the directors do not appoint an auditor or auditors as required by this section, the Registrar may on the application in writing of any member of the company make the appointment. (11) Subject to subsection (7), an accounting entity is not capable of being appointed auditor of a company at an annual general meeting unless it held office as auditor of the company immediately before the meeting or notice of its nomination as auditor was given to the company by a member of the company not less than 21 days before the meeting. [36/2014] (12) Where notice of nomination of an accounting entity as an auditor of a company is received by the company whether for appointment at an adjourned meeting under subsection (7) or at an annual general meeting, the company must, not less than 7 days before the adjourned meeting or the annual general meeting, send a copy of the notice to the accounting entity nominated, to each auditor (if any) of the company and to each person entitled to receive notice of general meetings of the company. [36/2014] (12A) Where a company need not hold an annual general meeting for a financial year because of section 175A(1) and the auditor or auditors of the company is or are to be appointed by a resolution by written means under section 184A by virtue of section 175A(10), references in subsections (11) and (12) to the date of an annual general meeting are references to the time — ( a ) agreement to that resolution is sought in accordance with section 184C; or ( b ) documents referred to in section 183(3A) in respect of the resolution are served or made accessible in accordance with section 183(3A), as the case may be. [15/2017] (13) If, after notice of nomination of an accounting entity as an auditor of a company has been given to the company, the annual general meeting of the company is called for a date 21 days or less after the notice has been given, subsection (11) does not apply in relation to the accounting entity and, if the annual general meeting is called for a date not more than 7 days after the notice has been given and a copy of the notice is, at the time notice of the meeting is given, sent to each person to whom, under subsection (12), it is required to be sent, the company is deemed to have complied with that subsection in relation to the notice. [36/2014] (14) [ Deleted by Act 36 of 2014 ] (15) [ Deleted by Act 36 of 2014 ] (16) The fees and expenses of an auditor of a company — ( a ) in the case of an auditor appointed by the company at a general meeting — must be fixed by the company in general meeting or, if so authorised by the members at the last preceding annual general meeting, by the directors; and ( b ) in the case of an auditor appointed by the directors or by the Registrar under this section or under section 205AF — may be fixed by the directors or by the Registrar, as the case may be, and, if not so fixed, must be fixed as provided in paragraph ( a ) as if the auditor had been appointed by the company. [36/2014] (17) If default is made in complying with this section, the company and every director of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.


document_id: coa-1967
provision_ref: s205AA
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205AA
title: Resignation of non‑public interest company auditors
content:
205AA. —(1) An auditor of a non‑public interest company (other than a company which is a subsidiary company of a public interest company) may resign before the end of the term of office for which the auditor was appointed by giving the company a notice of resignation in writing. [36/2014] (2) Where a notice of resignation is given under subsection (1), the auditor’s term of office expires — ( a ) at the end of the day on which notice is given to the company; or ( b ) if the notice specifies a time on a later day for the purpose, at that time. [36/2014] (3) Within 14 days beginning on the date on which a company receives a notice of resignation under subsection (1), the company must lodge with the Registrar a notification of that fact in such form as the Registrar may require. [36/2014] (4) In this section and sections 205AB, 205AC and 205AF — “non‑public interest company” means a company other than a public interest company; “public interest company” means a company which is listed or in the process of issuing its debt or equity instruments for trading on an approved exchange in Singapore, or such other company as the Minister may prescribe. [36/2014; 4/2017]


document_id: coa-1967
provision_ref: s205AB
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205AB
title: Resignation of auditor of public interest company or subsidiary company of public interest company
content:
205AB. —(1) An auditor of a public interest company, or a subsidiary company of a public interest company, may by giving the company a notice of resignation in writing, resign before the end of the term of office for which the auditor was appointed, if — ( a ) the auditor has applied for consent from the Registrar to the resignation and provided a written statement of the auditor’s reasons for resigning and, at or about the same time as the application, notified the company in writing of the application to the Registrar and provided the company with the written statement of the auditor’s reasons for resigning; and ( b ) the consent of the Registrar has been given. [36/2014] (2) The Registrar must, as soon as practicable after receiving the application from an auditor under subsection (1), notify the auditor and the company whether it consents to the resignation of the auditor. [36/2014] (3) A statement made by an auditor in an application to the Registrar under subsection (1)( a ) or in answer to an inquiry by the Registrar relating to the reasons for the application — ( a ) is not admissible in evidence in any civil or criminal proceedings against the auditor; and ( b ) subject to subsection (4), may not be made the ground of a prosecution, an action or a suit against the auditor, and a certificate by the Registrar that the statement was made in the application or in the answer to the inquiry by the Registrar is conclusive evidence that the statement was so made. [36/2014] (4) Despite subsection (3), the statement referred to therein may be used in any disciplinary proceedings commenced under the Accountants Act 2004 against the auditor. [36/2014] (5) The resignation of an auditor of a public interest company, or subsidiary company of a public interest company, takes effect — ( a ) on the day (if any) specified for the purpose in the notice of resignation; ( b ) on the day on which the Registrar notifies the auditor and the company of the Registrar’s consent to the resignation; or ( c ) on the day (if any) fixed by the Registrar for the purpose, whichever last occurs. [36/2014]


document_id: coa-1967
provision_ref: s205AC
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205AC
title: Written statement to be disseminated unless application to Court made
content:
205AC. —(1) Where an auditor of a public interest company, or a subsidiary company of a public interest company, gives the company a notice of resignation under section 205AB, the company must within 14 days after receiving the notice of resignation and the written statement of the auditor’s reasons for resigning (called in this section and sections 205AD and 205AE the written statement) send a copy of the written statement to every member of the company. [36/2014; 40/2019] (2) Copies of the written statement need not be sent out if an application is made to the Court within 14 days, beginning on the date on which the company received the written statement, by either the company or any other person who claims to be aggrieved by the written statement, for a determination that the auditor has abused the use of the written statement or is using the provisions of this section to secure needless publicity for defamatory matter. [36/2014; 40/2019] (3) In the case where an application is made under subsection (2) by — ( a ) the company — the company must give notice of the application to the auditor of the company; or ( b ) any other person — that person must give notice of the application to the company and the auditor of the company. [36/2014] (4) If default is made in complying with subsection (1), the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000. [36/2014]


document_id: coa-1967
provision_ref: s205AD
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205AD
title: Court may order written statement not to be sent out
content:
205AD. —(1) This section applies if an application has been made under section 205AC(2) in relation to a written statement given by an auditor. [36/2014] (2) If the Court is satisfied that the auditor has abused the use of the written statement or is using the written statement to secure needless publicity for any defamatory matter, the Court — ( a ) must direct that copies of the written statement are not to be sent under section 205AC(1); and ( b ) may order the auditor, though not a party to the application, to pay the applicant’s costs on the application in whole or in part. [36/2014] (3) If the Court gives directions under subsection (2)( a ), the company must, within 14 days beginning on the date on which the directions are given send a notice setting out the effect of the directions to — ( a ) every member of the company; and ( b ) unless already named as a party to the proceedings, the auditor who gave the written statement. [36/2014] (4) If the Court decides not to grant the application, the company must, within 14 days beginning on the date on which the decision is made or on which the proceedings are discontinued for any reasons — ( a ) give notice of the decision to the auditor who has given the written statement; and ( b ) send a copy of the written statement to every member of the company and to that auditor. [36/2014] (5) If default is made in complying with subsection (3) or (4), the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000. [36/2014]


document_id: coa-1967
provision_ref: s205AE
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205AE
title: Privilege against defamation
content:
205AE. A person is not liable to any action for defamation at the suit of any person — ( a ) in the absence of malice, in respect of the publication of the written statement to the member of the company pursuant to section 205AC(1); or ( b ) in respect of the publication of the written statement to the member of the company pursuant to section 205AD(4)( b ). [36/2014]


document_id: coa-1967
provision_ref: s205AF
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205AF
title: Appointment of new auditor in place of resigning auditor
content:
205AF. —(1) Subject to subsection (3), if — ( a ) an auditor of a non‑public interest company (other than a subsidiary company of a public interest company) gives notice of resignation under section 205AA(1); or ( b ) an auditor of a public interest company, or a subsidiary company of a public interest company, gives notice of resignation under section 205AB(1), and the Registrar approves the resignation of the auditor under section 205AB(2), the directors of the company in question — ( c ) must call a general meeting of the company as soon as is practicable, and in any case not more than 3 months after the date of the auditor’s resignation, for the purpose of appointing an auditor in place of the auditor who desires to resign or has resigned; and ( d ) upon appointment of the new auditor, must lodge with the Registrar a notification of such appointment within 14 days of the appointment. [36/2014] (2) If the directors of a company fail to appoint an auditor in place of the auditor who desires to resign or has resigned, the Registrar may, on the application in writing of any member of the company, make the appointment. [36/2014] (3) Subsections (1) and (2) do not apply if the financial statements of the company are not required to be audited under this Act, or where the resigning auditor is not the sole auditor of the company. [36/2014] (4) An auditor appointed pursuant to subsection (1) or (2) must, unless the auditor is removed or resigns, hold office until the conclusion of the next annual general meeting of the company. [36/2014] (5) If default is made in complying with subsection (1), the company and every director of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000. [36/2014]


document_id: coa-1967
provision_ref: s205A
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205A
title: Certain companies exempt from obligation to appoint auditors
content:
205A. —(1) Despite section 205, a company which is exempt from audit requirements under section 205B or 205C, and its directors, are exempt from section 205(1) or (2), as the case may be. (2) Where a company ceases to be so exempt, the company must appoint a person or persons to be auditor or auditors of the company at any time before the next annual general meeting; and the auditors so appointed hold office until the conclusion of that meeting. (3) If default is made in complying with subsection (2), the company and every director of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.


document_id: coa-1967
provision_ref: s205B
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205B
title: Dormant company exempt from audit requirements
content:
205B. —(1) A company is exempt from audit requirements if — ( a ) it has been dormant from the time of its formation; or ( b ) it has been dormant since the end of the previous financial year. (2) A company is dormant during a period in which no accounting transaction occurs; and the company ceases to be dormant on the occurrence of such a transaction. (3) For the purpose of subsection (2), transactions of a company arising from any of the following are to be disregarded: ( a ) the taking of shares in the company by a subscriber to the constitution pursuant to an undertaking of the subscriber in the constitution; ( b ) the appointment of a secretary of the company under section 171; ( c ) the appointment of an auditor under section 205; ( d ) the maintenance of a registered office under sections 142, 143 and 144; ( e ) the keeping of registers and books under sections 88, 131, 173, 189 and 191; ( f ) the payment of any fee or charge (including any fee, penalty or interest for late payment) payable under any written law; ( fa ) the payment of any composition amount payable under section 409B or any other written law; ( fb ) the payment or receipt by the company of such nominal sum not exceeding such amount as may be prescribed; ( g ) such other matter as may be prescribed. [36/2014] (4) Where a company is, at the end of a financial year, exempt from audit requirements under subsection (1) — ( a ) the copies of the financial statements or consolidated financial statements and balance sheet of the company to be sent under section 203 need not be audited; ( b ) section 203 has effect with the omission of any reference to the auditor’s report or a copy of the report; ( c ) copies of an auditor’s report need not be laid before the company in a general meeting; and ( d ) the annual return of the company to be lodged with the Registrar must be accompanied by a statement by the directors — (i) that the company is a company referred to in subsection (1)( a ) or ( b ) as at the end of the financial year; (ii) that no notice has been received under subsection (6) in relation to that financial year; and (iii) as to whether the accounting and other records required by this Act to be kept by the company have been kept in accordance with section 199. [36/2014] (5) Where a company which is exempt from audit requirements under subsection (1) ceases to be dormant, it thereupon ceases to be so exempt; but it remains so exempt in relation to accounts for the financial year in which it was dormant throughout. (6) Any member or members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares) or any class of those shares (excluding treasury shares), or not less than 5% of the total number of members of the company (excluding the company itself if it is registered as a member) may, by written notice to the company during a financial year but not later than one month before the end of that year, require the company to obtain an audit of its accounts for that year. (7) Where a notice is given under subsection (6), the company is not entitled to the exemption under subsection (1) in respect of the financial year to which the notice relates. (8) In this section, “accounting transaction” means a transaction the accounting or other record of which is required to be kept under section 199(1).


document_id: coa-1967
provision_ref: s205C
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205C
title: Small company exempt from audit requirements
content:
205C. —(1) Subject to subsections (3), (4) and (6), a company that is a small company in respect of a financial year is exempt from audit requirements for that financial year. [36/2014] (2) Section 205B(4), (6) and (7) applies, with the necessary modifications, to a small company so exempt. [36/2014] (3) Subsection (1) does not apply to a parent company unless the parent company — ( a ) is a small company; and ( b ) is part of a small group. [36/2014] (4) Subsection (1) does not apply to a subsidiary company unless the subsidiary company — ( a ) is a small company; and ( b ) is part of a small group. [36/2014] (5) In this section, “small company” and “small group” have the meanings given in the Thirteenth Schedule. [36/2014] (6) This section does not apply to a company with respect to its financial statements for a financial year commencing before 1 July 2015 and such a company must prepare its accounts or consolidated accounts and its directors must lay them at its annual general meeting in accordance with Part VI in force immediately before that date. [36/2014] (7) Without limiting section 197(2), a company mentioned in subsection (6) must, when lodging a return with the Registrar under section 197, attach a copy of the accounts or consolidated accounts so prepared. [36/2014]


document_id: coa-1967
provision_ref: s205D
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 205D
title: Registrar may require company exempt from audit requirements to lodge audited financial statements
content:
205D. Despite sections 205B and 205C, the Registrar may, if he or she is satisfied that there has been a breach of any provision of section 199 or 201 or that it is otherwise in the public interest to do so, by written notice to a company exempt under either of those sections, require that company to lodge with the Registrar, within such time as may be specified in that notice — ( a ) its financial statements duly audited by the auditor or auditors of the company or, where none has been appointed, an auditor or auditors to be appointed by the directors of the company for this purpose; and ( b ) an auditor’s report mentioned in section 207 in relation to those financial statements prepared by the auditor or auditors of the company. [36/2014]


document_id: coa-1967
provision_ref: s206
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 206
title: Auditors’ remuneration
content:
206. —(1) If a company is served with a notice sent by or on behalf of — ( a ) at least 5% of the total number of members of the company; or ( b ) the holders in aggregate of not less than 5% of the total number of issued shares of the company (excluding treasury shares), requiring particulars of all emoluments paid to or receivable by the auditor of the company or any person who is a partner or employer or employee of the auditor, by or from the company or any subsidiary corporation in respect of services other than auditing services rendered to the company, the company must immediately — ( c ) prepare or cause to be prepared a statement showing particulars of all emoluments paid to the auditor or other person and of the services in respect of which the payments have been made for the financial year immediately preceding the service of such notice; ( d ) forward a copy of the statement to all persons entitled to receive notice of general meetings of the company; and ( e ) lay such statement before the company in general meeting. [36/2014] (1A) Without affecting subsection (1), a public company must, under prescribed circumstances, undertake a review of the fees, expenses and emoluments of its auditor to determine whether the independence of the auditor has been compromised, and the outcome of the review must be sent to all persons entitled to receive notice of general meetings of the company. (2) If default is made in complying with this section, the company and every director of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.


document_id: coa-1967
provision_ref: s207
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 207
title: Powers and duties of auditors as to reports on financial statements
content:
207. —(1) An auditor of a company must report to the members — ( a ) on the financial statements required to be laid before the company in general meeting and on the company’s accounting and other records relating to those financial statements; and ( b ) where the company is a parent company for which consolidated financial statements are prepared, on the consolidated financial statements. [36/2014] (1A) A report by an auditor of a company under subsection (1) must be furnished by the auditor to the directors of the company in sufficient time to enable the company to comply with the requirements of section 203(1) in relation to that report but no offence is committed by an auditor under this subsection if the directors have not submitted the financial statements for audit as required under this Part in sufficient time, having regard to the complexity of the financial statements, for the auditor to make the auditor’s report. [36/2014] (2) An auditor must, in a report under this section, state — ( a ) whether the financial statements and, if the company is a parent company for which consolidated financial statements are prepared, the consolidated financial statements are in the auditor’s opinion — (i) in compliance with the requirements of the Accounting Standards; and (ii) give a true and fair view of — (A) the financial position and performance of the company; and (B) if consolidated financial statements are required, the financial position and performance of the group; ( aa ) if the financial statements or consolidated financial statements do not comply with any requirement of the Accounting Standards and the approval of the Registrar under section 201(12) to such non‑compliance has not been obtained, whether such non‑compliance is, in the opinion of the auditor, necessary for the financial statements or consolidated financial statements to give a true and fair view of any matter required by section 201 to be dealt with in them; ( b ) whether the accounting and other records required by this Act to be kept by the company and, if it is a parent company, by the subsidiary corporations other than those of which the auditor has not acted as auditor have been, in the auditor’s opinion, properly kept in accordance with this Act; ( c ) [ Deleted by Act 5 of 2004 ] ( d ) any defect or irregularity in the financial statements or consolidated financial statements and any matter not set out in the financial statements or consolidated financial statements without regard to which a true and fair view of the matters dealt with by the financial statements or consolidated financial statements would not be obtained; and ( e ) if the auditor is not satisfied as to any matter referred to in paragraph ( a ), ( aa ) or ( b ), the auditor’s reasons for not being so satisfied. [36/2014] (3) It is the duty of an auditor of a company to form an opinion as to each of the following matters: ( a ) whether the auditor has obtained all the information and explanations that the auditor required; ( b ) whether proper accounting and other records, excluding registers, required to be kept under section 199(1), have been kept by the company as required by this Act; ( c ) whether the returns received from branch offices of the company are adequate; ( d ) [ Deleted by Act 36 of 2014 ] ( e ) where consolidated financial statements are prepared otherwise than as one set of consolidated financial statements for the group, whether the auditor agrees with the reasons for preparing them in the form in which they are prepared, as given by the directors in the financial statements, and the auditor must state in the auditor’s report particulars of any deficiency, failure or shortcoming in respect of any matter referred to in this subsection. [36/2014] (4) An auditor is not required to form an opinion in the auditor’s report as to whether the accounting and other records of subsidiary corporations (which are not incorporated in Singapore) of a Singapore parent company have been kept in accordance with this Act. [36/2014] (5) An auditor of a company has a right of access at all times to the accounting and other records, including registers, of the company, and is entitled to require from any officer of the company and any auditor of a related company such information and explanations as the auditor desires for the purposes of audit. (6) An auditor of a parent company for which consolidated financial statements are required has a right of access at all times to the accounting and other records, including registers, of any subsidiary corporation, and is entitled to require from any officer or auditor of any subsidiary corporation, at the expense of the parent company, such information and explanations in relation to the affairs of the subsidiary corporation as the auditor requires for the purpose of reporting on the consolidated financial statements. [36/2014] (7) The auditor’s report must be attached to or endorsed on the financial statements or consolidated financial statements and must, if any member so requires, be read before the company in general meeting and must be open to inspection by any member at any reasonable time. [36/2014] (8) An auditor of a company or an agent authorised by the auditor in writing for the purpose is entitled to attend any general meeting of the company and to receive all notices of, and other communications relating to, any general meeting which a member is entitled to receive, and to be heard at any general meeting which the auditor attends on any part of the business of the meeting which concerns the auditor in such capacity as auditor. (9) If an auditor, in the course of the performance of such duties as auditor of a company, is satisfied that — ( a ) there has been a breach or non‑observance of any of the provisions of this Act; and ( b ) the circumstances are such that in the auditor’s opinion the matter has not been or will not be adequately dealt with by comment in the auditor’s report on the financial statements or consolidated financial statements or by bringing the matter to the notice of the directors of the company or, if the company is a subsidiary company, of the directors of the parent company, the auditor must immediately report the matter in writing to the Registrar. [36/2014] (9A) Despite subsection (9), if an auditor of a public company or a subsidiary corporation of a public company, in the course of the performance of the auditor’s duties as such, has reason to believe that a serious offence involving fraud or dishonesty is being or has been committed against the company by officers or employees of the company, the auditor must immediately report the matter to the Minister. [36/2014] (9B) No duty to which an auditor of a company may be subject is to be regarded as having been contravened by reason of the auditor reporting the matter mentioned in subsection (9A) in good faith to the Minister. (9C) An auditor who is under a legal duty under any other written law to make a report to the Monetary Authority of Singapore in relation to an offence involving fraud or dishonesty that the auditor becomes aware of in the course of the performance of the auditor’s duties as such, is not required to make a report to the Minister under subsection (9A) if the auditor has already made a report in relation to the same offence under that written law to the Monetary Authority of Singapore. (9D) In subsection (9A), “a serious offence involving fraud or dishonesty” means — ( a ) an offence that is punishable by imprisonment for a term that is not less than 2 years; and ( b ) the value of the property obtained or likely to be obtained from the commission of such an offence is not less than $100,000. [36/2014] (10) An officer of a corporation who refuses or fails without lawful excuse to allow an auditor of the corporation or an auditor of a corporation who refuses or fails without lawful excuse to allow an auditor of its parent company access, in accordance with this section, to any accounting and other records, including registers, of the corporation in the officer’s or auditor’s custody or control, or to give any information or explanation as and when required under this section, or otherwise hinders, obstructs or delays an auditor in the performance of the auditor’s duties or the exercise of the auditor’s powers, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000. [36/2014] (11) The reference to the registers of — ( a ) a company in subsection (5); ( b ) a subsidiary corporation of a parent company in subsection (6); or ( c ) a corporation in subsection (10), does not include any register kept by the company, subsidiary corporation of a parent company or corporation (as the case may be) under Part 11A. [15/2017]


document_id: coa-1967
provision_ref: s208
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 208
title: Auditors and other persons to enjoy qualified privilege in certain circumstances
content:
208. —(1) An auditor shall not, in the absence of malice on the auditor’s part, be liable to any action for defamation at the suit of any person in respect of any statement which the auditor makes in the course of the auditor’s duties as such, whether the statement is made orally or in writing. (2) A person shall not, in the absence of malice on the person’s part, be liable to any action for defamation at the suit of any person in respect of the publication of any document prepared by an auditor in the course of the auditor’s duties and required by this Act to be lodged with the Registrar. (3) This section does not limit or affect any other right, privilege or immunity that an auditor or other person has as defendant in an action for defamation.


document_id: coa-1967
provision_ref: s208A
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 208A
title: Provisions indemnifying auditors
content:
208A. —(1) Any provision, whether in the constitution or in any contract with a company or otherwise, for exempting any auditor of the company from, or indemnifying the auditor against, any liability which by law would otherwise attach to the auditor in respect of any negligence, default, breach of duty or breach of trust of which the auditor may be guilty in relation to the company is void. [36/2014] (2) This section does not prevent a company from indemnifying such auditor against any liability incurred or that will be incurred by the auditor — ( a ) in defending any proceedings (whether civil or criminal) in which judgment is given in the auditor’s favour or in which the auditor is acquitted; or ( b ) in connection with any application under section 76A(13) or 391 or any other provision of this Act, in which relief is granted to the auditor by the court. [36/2014]


document_id: coa-1967
provision_ref: s209
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 209
title: Duties of auditors to trustee for debenture holders
content:
209. —(1) The auditor of a borrowing corporation must within 7 days after furnishing the corporation with any financial statements or any report, certificate or other document which the auditor is required by this Act or by the debentures or trust deed to give to the corporation, send by post to every trustee for the holders of debentures of the borrowing corporation a copy thereof. [36/2014] (2) Where, in the performance of the auditor’s duties as auditor of a borrowing corporation, the auditor becomes aware of any matter which is in the auditor’s opinion relevant to the exercise and performance of the powers and duties imposed by this Act or by any trust deed upon any trustee for the holders of debentures of the corporation, the auditor must, within 7 days after so becoming aware of the matter, send by post a report in writing on such matter to the borrowing corporation and a copy thereof to the trustee. (3) If any person fails to comply with subsection (2), the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.


document_id: coa-1967
provision_ref: s209A
chapter: PART 6 - FINANCIAL STATEMENTS AND AUDIT
section: 209A
title: Interpretation of this Part
content:
209A. In this Part, unless the contrary intention appears — “balance sheet”, in relation to a company, means the balance sheet, by whatever name called, prepared in accordance with the Accounting Standards; “consolidated financial statements” has the meaning given by the Accounting Standards; “consolidated total assets” — ( a ) in the case where consolidated financial statements are prepared in relation to a group — are determined in accordance with the accounting standards applicable to the group; or ( b ) in the case where consolidated financial statements are not prepared in relation to a group — means the aggregate total assets of all the members of the group; “directors’ statement” means the statement of the directors mentioned in section 201(16); “entity” means an entity that is referred to in the Accounting Standards in relation to the preparation of financial statements and the requirements for the preparation of financial statements; “financial statements” means the financial statements of a company required to be prepared by the Accounting Standards; “group” has the meaning given by the Accounting Standards; “parent company” means a company that is required under the Accounting Standards to prepare financial statements in relation to a group; “subsidiary company” means a company that is a subsidiary as defined in the Accounting Standards; “subsidiary corporation” means a corporation that is a subsidiary as defined in the Accounting Standards; “ultimate parent corporation” means a corporation which is a parent but is not a subsidiary, within the meaning of the Accounting Standards. [36/2014] 209B. [ Repealed by Act 5 of 2004 ]


document_id: coa-1967
provision_ref: s210
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 210
title: Power to compromise with creditors, members and holders of units of shares
content:
210. —(1) Where a compromise or an arrangement is proposed between — ( a ) a company and its creditors or any class of them; ( b ) a company and its members or any class of them; or ( c ) a company and holders of units of shares of the company or any class of them, the Court may, on the application in a summary way of any person referred to in subsection (2), order a meeting of the creditors, the members of the company, the holders of units of shares of the company, or a class of such persons, to be summoned in such manner as the Court directs. [36/2014] (2) The persons referred to in subsection (1) are — ( a ) in the case of a company being wound up — the liquidator; and ( b ) in any other case — (i) the company; or (ii) any creditor, member or holder of units of shares of the company. [36/2014] (3) A meeting held pursuant to an order made under subsection (1) may be adjourned from time to time if the resolution for the adjournment is approved by a majority in number representing three‑fourths in value of — ( a ) the creditors or class of creditors; ( b ) the members or class of members; or ( c ) the holders of units of shares or class of holders of units of shares, present and voting either in person or by proxy at the meeting. [36/2014] (3AA) If the conditions set out in subsection (3AB) are satisfied, a compromise or an arrangement is binding — ( a ) in the case of a company in the course of being wound up, on the liquidator and contributories of the company, and on all — (i) the creditors or class of creditors; (ii) the members or class of members; or (iii) the holders of units of shares or class of holders of units of shares, as the case may be; or ( b ) in the case of any other company, on the company and on all — (i) the creditors or class of creditors; (ii) the members or class of members; or (iii) the holders of units of shares or class of holders of units of shares, as the case may be. [36/2014; 35/2018] (3AB) The conditions referred to in subsection (3AA) are as follows: ( a ) unless the Court orders otherwise, a majority in number of — (i) the creditors or class of creditors; (ii) the members or class of members; or (iii) the holders of units of shares or class of holders of units of shares, present and voting either in person or by proxy at the meeting or the adjourned meeting agrees to the compromise or arrangement; ( b ) the majority in number referred to, or such number as the Court may order, under paragraph ( a ) represents three‑fourths in value of — (i) the creditors or class of creditors; (ii) the members or class of members; or (iii) the holders of units of shares or class of holders of units of shares, present and voting either in person or by proxy at the meeting or the adjourned meeting, as the case may be; ( c ) the compromise or arrangement is approved by order of the Court. [36/2014] (3A) [ Deleted by Act 40 of 2018 ] (4) The Court may grant its approval to a compromise or arrangement subject to such alterations or conditions as it thinks just. [1/2007; 40/2018] (4A) [ Deleted by Act 40 of 2018 ] (5) An order under subsection (3AB)( c ) has no effect until a copy of the order is lodged with the Registrar, and upon being so lodged, the order takes effect on and from the date of lodgment or such earlier date as the Court may determine and as may be specified in the order. [36/2014] (6) Subject to subsection (7), a copy of every order made under subsection (3AB)( c ) must be annexed to every copy of the constitution of the company issued after the order has been made. [36/2014] (7) The Court may, by order, exempt a company from compliance with the requirements of subsection (6) or determine the period during which the company must so comply. (8) Where any such compromise or arrangement (whether or not for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any 2 or more companies) has been proposed, the directors of the company must — ( a ) if a meeting of the members of the company by resolution so directs, instruct such accountants or solicitors or both as are named in the resolution to report on the proposals and forward their report or reports to the directors as soon as possible; and ( b ) make such report or reports available at the registered office of the company for inspection by the shareholders, creditors and holders of units of shares of the company at least 7 days before the date of any meeting ordered by the Court to be summoned as provided in subsection (1). [36/2014] (9) Every company which makes default in complying with subsection (6) or (8) and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. Power of Court to restrain proceedings (10) Where no order has been made or resolution passed for the winding up of a company and any such compromise or arrangement has been proposed between the company and its creditors or any class of such creditors, the Court may, in addition to any of its powers, on the application in a summary way of the company or of any member, creditor or holder of units of shares of the company restrain further proceedings in any action or proceeding against the company except by permission of the Court and subject to such terms as the Court imposes. [36/2014] [Act 25 of 2021 wef 01/04/2022] (10A) Where the terms of any compromise or arrangement approved under this section provides for any money or other consideration to be held by or on behalf of any party to the compromise or arrangement in trust for any person, the person holding the money or other consideration may, after the expiration of 2 years and must before the expiration of 10 years from the date on which the money or other consideration was received by the person, transfer the money or other consideration to the Official Receiver. [36/2014] (10B) The Official Receiver must — ( a ) deal with any moneys received under subsection (10A) as if the moneys were paid to the Official Receiver under section 197 of the Insolvency, Restructuring and Dissolution Act 2018; and ( b ) sell or dispose of any other consideration received under subsection (10A) in such manner as the Official Receiver thinks fit and must deal with the proceeds of such sale or disposal as if it were moneys paid to the Official Receiver under section 197 of the Insolvency, Restructuring and Dissolution Act 2018. [36/2014; 40/2018] (11) In this section — “arrangement” includes a reorganisation of the share capital of a company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both these methods; “company” means any corporation liable to be wound up under the Insolvency, Restructuring and Dissolution Act 2018; “holder of units of shares” does not include a person who holds units of shares only beneficially. [36/2014; 40/2018]


document_id: coa-1967
provision_ref: s211
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 211
title: Information as to compromise with creditors, members and holders of units of shares of company
content:
211. —(1) Where a meeting is summoned under section 210, there must — ( a ) with every notice summoning the meeting which is sent to a creditor, member or holder of units of shares of the company — be sent also a statement explaining the effect of the compromise or arrangement and in particular stating any material interests of the directors, whether as directors or as members, creditors or holders of units of shares of the company or otherwise, and the effect thereon of the compromise or arrangement in so far as it is different from the effect on the like interests of other persons; and ( b ) in every notice summoning the meeting which is given by advertisement — be included either such a statement or a notification of the place at which and the manner in which creditors, members or holders of units of shares of the company entitled to attend the meeting may obtain copies of such a statement. [36/2014] (2) Where the compromise or arrangement affects the rights of debenture holders, the statement must give the like explanation with respect to the trustee for the debenture holders as, under subsection (1), a statement is required to give with respect to the directors. (3) Where a notice given by advertisement includes a notification that copies of such a statement can be obtained, every creditor, member or holder of units of shares of the company entitled to attend the meeting must on making application in the manner indicated by the notice be furnished by the company free of charge with a copy of the statement. [36/2014] (4) Each director and each trustee for debenture holders must give notice to the company of such matters relating to the director or the trustee as may be necessary for the purposes of this section within 7 days of the receipt of a request in writing for information as to such matters. (5) Where default is made in complying with any requirement of this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months. (6) For the purpose of subsection (5), the liquidator of the company and any trustee for debenture holders are deemed to be officers of the company. (7) Despite subsection (5), a person shall not be liable under that subsection if the person shows that the default was due to the refusal of any other person, being a director or trustee for debenture holders, to supply the necessary particulars as to the person’s interests. 211A. [ Repealed by Act 40 of 2018 ] 211B. [ Repealed by Act 40 of 2018 ] 211C. [ Repealed by Act 40 of 2018 ] 211D. [ Repealed by Act 40 of 2018 ] 211E. [ Repealed by Act 40 of 2018 ] 211F. [ Repealed by Act 40 of 2018 ] 211G. [ Repealed by Act 40 of 2018 ] 211H. [ Repealed by Act 40 of 2018 ] 211I. [ Repealed by Act 40 of 2018 ] 211J. [ Repealed by Act 40 of 2018 ]


document_id: coa-1967
provision_ref: s212
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 212
title: Approval of compromise or arrangement by Court
content:
212. —(1) Where an application is made to the Court under this Part or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 for the approval of a compromise or arrangement and it is shown to the Court that the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any 2 or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (called in this section the transferor company) is to be transferred to another company (called in this section the transferee company), the Court may either by the order approving the compromise or arrangement or by any subsequent order provide for all or any of the following matters: ( a ) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of the transferor company; ( b ) the allotting or appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person; ( c ) the continuation by or against the transferee company of any legal proceedings pending by or against the transferor company; ( d ) the dissolution, without winding up, of the transferor company; ( e ) the provision to be made for any persons who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement; ( f ) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. [1/2007; 40/2018] (1A) [ Deleted by Act 40 of 2018 ] (2) Where an order made under this section provides for the transfer of property or liabilities, then by virtue of the order that property is transferred to and vests in, and those liabilities are transferred to and become the liabilities of, the transferee company, free in the case of any particular property if the order so directs, from any charge which is by virtue of the compromise or arrangement to cease to have effect. (3) Where an order is made under this section, every company in relation to which the order is made must lodge within 7 days of the making of the order — ( a ) a copy of the order with the Registrar; and ( b ) where the order relates to land, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land, and every company which makes default in complying with this section and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty. (4) No vesting order, referred to in this section, has any effect or operation in transferring or otherwise vesting land until the appropriate entries are made with respect to the vesting of that land by the appropriate authority. (5) In this section — “liabilities” includes duties; “property” includes property, rights and powers of every description. (6) In this section, “company” means any corporation liable to be wound up under the Insolvency, Restructuring and Dissolution Act 2018. [36/2014; 40/2018] 213. [ Repealed by S 675/2001 ] 214. [ Repealed by S 675/2001 ]


document_id: coa-1967
provision_ref: s215
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215
title: Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority
content:
215. —(1) Where a scheme or contract involving the transfer of all of the shares or all of the shares in any particular class in a company (called in this section the transferor company) to a person (called in this section the transferee) has, within 4 months after the making of the offer in that behalf by the transferee, been approved as to the shares or as to each class of shares whose transfer is involved by the holders of not less than 90% of the total number of those shares (excluding treasury shares) or of the shares of that class (other than shares already held at the date of the offer by the transferee, and excluding any shares in the transferor company held as treasury shares), the transferee may at any time within 2 months, after the offer has been so approved, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire the dissenting shareholder’s shares; and when such a notice is given the transferee is, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given or within 14 days of a statement being supplied to a dissenting shareholder pursuant to subsection (2) (whichever is the later) the Court thinks fit to order otherwise, entitled and bound to acquire those shares on the terms which, under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee or if the offer contained 2 or more alternative sets of terms upon the terms which were specified in the offer as being applicable to dissenting shareholders. [36/2014] (1A) Where alternative terms were offered to the shareholders, a dissenting shareholder is entitled to elect not later than the end of one month after the date on which the notice is given under subsection (1), or 14 days after a statement is supplied under subsection (2), whichever is the later, which of those terms the dissenting shareholder prefers. [36/2014] (1B) In offering alternative terms to the shareholders, the transferee must state which of those terms is to apply to the acquisition of the shares of a dissenting shareholder where the dissenting shareholder fails to make the election within the time allowed under subsection (1A). [36/2014] (1C) In determining whether the scheme or contract has been approved by the holders of the requisite number of shares, or shares of any particular class, under subsection (1), the following shares are to be disregarded: ( a ) shares that are issued after the date of the offer; ( b ) relevant treasury shares that cease to be held as treasury shares after the date of the offer. [36/2014] (1D) In subsection (1C)( b ), “relevant treasury shares” means — ( a ) shares that are held by the transferor company as treasury shares on the date of the offer; or ( b ) shares that become shares held by the transferor company as treasury shares after the date of the offer but before a date specified in or determined in accordance with the terms of the offer. [36/2014] (2) Where a transferee has given notice to any dissenting shareholder that it desires to acquire the dissenting shareholder’s shares, the dissenting shareholder is entitled to require the transferor company by a written demand served on the transferor company, within one month from the date on which the notice was given, to supply the dissenting shareholder with a written statement of the names and addresses of all other dissenting shareholders as shown in the register of members, and the transferee is not entitled or bound to acquire the shares of the dissenting shareholders until 14 days after the posting of the statement of such names and addresses to the dissenting shareholder. [36/2014] (3) Where, pursuant to any such scheme or contract, shares in a transferor company are transferred to a transferee or its nominee and those shares together with any other shares in the transferor company held by the transferee at the date of the transfer comprise or include 90% of the total number of the shares in the transferor company or of any class of those shares, then — ( a ) the transferee must within one month from the date of the transfer (unless on a previous transfer pursuant to the scheme or contract it has already complied with this requirement) give notice of that fact in the prescribed manner to the holders of the remaining shares or of the remaining shares of that class who have not assented to the scheme or contract; and ( b ) any such holder may within 3 months from the giving of the notice to such holder require the transferee to acquire the shares in question, and where a shareholder gives notice under paragraph ( b ) with respect to any shares, the transferee is entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders were transferred to it, or on such other terms as are agreed or as the Court on the application of either the transferee or the shareholder thinks fit to order. [36/2014] (3A) In subsection (3), for the purpose of calculating whether 90% of the total number of shares are held by the transferee, shares held by the transferor company as treasury shares are to be treated as having been acquired by the transferee. [36/2014] (4) Where a notice has been given by the transferee under subsection (1) and the Court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee must, after the expiration of one month after the date on which the notice has been given or, after 14 days after a statement has been supplied to a dissenting shareholder pursuant to subsection (2) or if an application to the Court by the dissenting shareholder is then pending, after that application has been disposed of — ( a ) transmit a copy of the notice to the transferor company together with an instrument of transfer executed, on behalf of the shareholder by any person appointed by the transferee, and on its own behalf by the transferee; and ( b ) pay, allot or transfer to the transferor company the amount or other consideration representing the price payable by the transferee for the shares which by virtue of this section the transferee is entitled to acquire, and the transferor company must thereupon register the transferee as the holder of those shares. [36/2014] (5) Any sums received by the transferor company under this section must be paid into a separate bank account, and any such sums and any other consideration so received must be held by the transferor company in trust for the several persons entitled to the shares in respect of which they were respectively received. [36/2014] (6) Where any money or other consideration is held in trust by a company for any person under this section, the company holding the money or other consideration may, after the expiration of 2 years and must before the expiration of 10 years from the date on which the money or other consideration was received by the person, transfer the money or other consideration to the Official Receiver. [36/2014] (7) The Official Receiver must — ( a ) deal with any moneys received under subsection (6) as if the moneys were paid to the Official Receiver under section 197 of the Insolvency, Restructuring and Dissolution Act 2018; and ( b ) sell or dispose of any other consideration received under subsection (6) in such manner as the Official Receiver thinks fit and must deal with the proceeds of such sale or disposal as if it were moneys paid to the Official Receiver under section 197 of the Insolvency, Restructuring and Dissolution Act 2018. [36/2014; 40/2018] (8) In this section, a dissenting shareholder includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer the shareholder’s shares to the transferee in accordance with the scheme or contract. [36/2014] (8A) In this section and sections 215AA and 215AB — ( a ) “shares” includes units of shares; ( b ) “shareholders” includes holders of units of shares but does not include a person who holds units of shares only beneficially; ( c ) “register of members” includes any records kept by or with respect to the transferor company of the names and addresses of holders of units of shares. [36/2014] (8B) Nothing in the definition of “shares” in subsection (8A) is to be read as requiring any securities to be treated — ( a ) as shares of the same class as those into which they are convertible or for which the holder is entitled to subscribe; or ( b ) as shares of the same class as other securities by reason only that the shares into which they are convertible or for which the holder is entitled to subscribe are of the same class. [36/2014] (9) For the purposes of this section, shares held or acquired — ( a ) by a nominee on behalf of the transferee; or ( b ) by a related corporation of the transferee or by a nominee of that related corporation, are to be treated as held or acquired by the transferee. [36/2014] (9A) In addition to subsection (9), in respect of an offer made on or after the date of commencement of section 10( a ) of the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023, shares held or acquired — ( a ) by a person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of the transferee in respect of the transferor company; ( b ) by the transferee’s spouse, parent, brother, sister, son, adopted son, stepson, daughter, adopted daughter or stepdaughter; ( c ) by a person whose directions, instructions or wishes the transferee is accustomed or is under an obligation whether formal or informal to act in accordance with, in respect of the transferor company; or ( d ) by a body corporate that is controlled (within the meaning of subsection (12)) by the transferee or a person mentioned in paragraph ( a ), ( b ) or ( c ), are also to be treated as held or acquired by the transferee. [Act 17 of 2023 wef 01/07/2023] (10) The reference in subsection (1) to shares already held by the transferee includes a reference to shares which the transferee has contracted to acquire but is not to be construed as including shares which are the subject of a contract binding the holder thereof to accept the offer when it is made, being a contract entered into by the holder for no consideration and under seal or for no consideration other than a promise by the transferee to make the offer. [36/2014] (11) Where, during the period within which an offer for the transfer of shares to the transferee can be approved, the transferee acquires or contracts to acquire any of the shares whose transfer is involved but otherwise than by virtue of the approval of the offer, then, if — ( a ) the consideration for which the shares are acquired or contracted to be acquired (called in this subsection the acquisition consideration) does not at that time exceed the consideration specified in the terms of the offer; or ( b ) those terms are subsequently revised so that when the revision is announced the acquisition consideration, at the time referred to in paragraph ( a ), no longer exceeds the consideration specified in those terms, the transferee is to be treated for the purposes of this section as having acquired or contracted to acquire those shares by virtue of the approval of the offer. (12) For the purposes of subsection (9A)( d ), a body corporate is controlled by a transferee or person mentioned in paragraph ( a ), ( b ) or ( c ) of subsection (9A) if — ( a ) the transferee or person (as the case may be) is entitled to exercise or control the exercise of not less than 50% of the voting power in the body corporate or such percentage of the voting power in the body corporate as may be prescribed, whichever is lower; or ( b ) the body corporate is, or a majority of its directors are, accustomed or under an obligation whether formal or informal to act 


document_id: coa-1967
provision_ref: s215AA
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215AA
title: Joint offers
content:
215AA. —(1) In the case of a scheme involving an offer to acquire all of the shares in a company, or all of the shares in any particular class in a company, by 2 or more persons jointly (called in this section the joint transferees), section 215 is to be read subject to this section. [36/2014] (2) The conditions for the exercise of the rights conferred by section 215(1) are satisfied — ( a ) in the case of acquisitions of shares by virtue of acceptances of the offer — by the joint transferees acquiring or unconditionally contracting to acquire the necessary shares jointly; or ( b ) in other cases — by the joint transferees acquiring or unconditionally contracting to acquire the necessary shares either jointly or separately. [36/2014] (3) The conditions for the exercise of the rights conferred by section 215(3) are satisfied — ( a ) in the case of acquisitions of shares by virtue of acceptances of the offer — by the joint transferees acquiring or unconditionally contracting to acquire the necessary shares jointly; or ( b ) in other cases — by the joint transferees acquiring or contracting (whether unconditionally or subject to conditions being met) to acquire the necessary shares either jointly or separately. [36/2014] (4) Subject to this section, the rights and obligations of the transferee under section 215 are respectively joint rights and joint and several obligations of the joint transferees. [36/2014] (5) Subject to subsection (6), any notice or other document given or sent by or to the joint transferees under section 215 is complied with if the notice or document is given or sent by or to any of them. [36/2014] (6) The notice required to be given by the joint transferees under section 215(1) and (3) must be made by all of the joint transferees and, where one or more of them is a company, signed by a director of that company. [36/2014]


document_id: coa-1967
provision_ref: s215AB
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215AB
title: Effect of impossibility, etc., of communicating or accepting offer made under scheme or contract
content:
215AB. —(1) Where there are holders of shares in a company to whom an offer to acquire shares in the company is not communicated, that does not prevent the offer from being an offer made under a scheme or contract for the purposes of section 215 if — ( a ) those shareholders have no address in Singapore registered with the company; ( b ) the offer was not communicated to those shareholders — (i) in order not to contravene the law of a country or territory outside Singapore; or (ii) because communication to those shareholders would in the circumstances be unduly onerous; and ( c ) either — (i) the offer is published in the Gazette ; or (ii) the offer can be inspected, or a copy of it obtained, at a place in Singapore or on a website, and a notice is published in the Gazette specifying the address of that place or website. [36/2014] (2) Where an offer is made to acquire shares in a company and there are persons for whom, by reason of the law of a country or territory outside Singapore, it is impossible to accept the offer, or more difficult to do so, that does not prevent the offer from being made under a scheme or contract for the purposes of section 215. [36/2014] (3) It is not to be inferred — ( a ) that an offer which is not communicated to every holder of shares in the company cannot be an offer made under a scheme or contract for the purposes of section 215 unless the requirements of subsection (1)( a ), ( b ) and ( c ) are met; or ( b ) that an offer which is impossible, or more difficult, for certain persons to accept cannot be an offer made under a scheme or contract for those purposes unless the reason for the impossibility or difficulty is the reason mentioned in subsection (2). [36/2014]


document_id: coa-1967
provision_ref: s215A
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215A
title: Amalgamations
content:
215A. Without affecting section 212 and any other law relating to the merger or amalgamation of companies, 2 or more companies may amalgamate and continue as one company, which may be one of the amalgamating companies or a new company, in accordance with sections 215B to 215G, where applicable.


document_id: coa-1967
provision_ref: s215B
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215B
title: Amalgamation proposal
content:
215B. —(1) An amalgamation proposal must contain the terms of an amalgamation under section 215A and, in particular — ( a ) the name of the amalgamated company; ( b ) the registered office of the amalgamated company; ( c ) the full name of every director of the amalgamated company; ( ca ) the residential address and contact address of every director of the amalgamated company which is contained in the register of directors kept by the Registrar under section 173(1)( a ) in respect of the company; [Act 21 of 2024 wef 09/12/2024] ( d ) the share structure of the amalgamated company, specifying — (i) the number of shares of the amalgamated company; (ii) the rights, privileges, limitations and conditions attached to each share of the amalgamated company; and (iii) whether the shares are transferable or non‑transferable and, if transferable, whether their transfer is subject to any condition or limitation; ( e ) a copy of the constitution of the amalgamated company; ( f ) the manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company; ( g ) if shares of an amalgamating company are not to be converted into shares of the amalgamated company, the consideration that the holders of those shares are to receive instead of shares of the amalgamated company; ( h ) any payment to be made to any member or director of an amalgamating company, other than a payment of the kind described in paragraph ( g ); and ( i ) details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company. [36/2014] (2) An amalgamation proposal may specify the date on which the amalgamation is intended to become effective. (3) If shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal — ( a ) must provide for the cancellation of those shares without payment or the provision of other consideration when the amalgamation becomes effective; and ( b ) must not provide for the conversion of those shares into shares of the amalgamated company. (4) A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act. (5) For the purposes of subsection (1)( a ), the name of the amalgamated company may be — ( a ) the name of one of the amalgamating companies; or ( b ) a new name that has been reserved under section 27(12B). [36/2014]


document_id: coa-1967
provision_ref: s215C
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215C
title: Manner of approving amalgamation proposal
content:
215C. —(1) An amalgamation proposal must be approved — ( a ) subject to the constitution of each amalgamating company, by the members of each amalgamating company by special resolution at a general meeting; and ( b ) by any other person, where any provision in the amalgamation proposal would, if contained in any amendment to the constitution of an amalgamating company or otherwise proposed in relation to that company, require the approval of that person. [36/2014] (2) The board of directors of each amalgamating company must, before the general meeting mentioned in subsection (1)( a ) — ( a ) resolve that the amalgamation is in the best interest of the amalgamating company; ( b ) make a solvency statement in relation to the amalgamating company in accordance with section 215I; and ( c ) make a solvency statement in relation to the amalgamated company in accordance with section 215J. (3) Every director who votes in favour of the resolution and the making of the statements mentioned in subsection (2) must sign a declaration stating — ( a ) that, in his or her opinion, the conditions specified in subsection (2)( a ), section 215I(1)( a ) and ( b ) (in relation to the amalgamating company) and section 215J(1)( a ) and ( b ) (in relation to the amalgamated company) are satisfied; and ( b ) the grounds for that opinion. (4) The board of directors of each amalgamating company must send to every member of the amalgamating company, not less than 21 days before the general meeting mentioned in subsection (1)( a ) — ( a ) a copy of the amalgamation proposal; ( b ) a copy of the declarations given by the directors under subsection (3); ( c ) a statement of any material interests of the directors, whether in that capacity or otherwise; and ( d ) such further information and explanation as may be necessary to enable a reasonable member of the amalgamating company to understand the nature and implications, for the amalgamating company and its members, of the proposed amalgamation. (5) The directors of each amalgamating company must, not less than 21 days before the general meeting mentioned in subsection (1)( a ) — ( a ) send a copy of the amalgamation proposal to every secured creditor of the amalgamating company; and ( b ) cause to be published in at least one daily English newspaper circulating generally in Singapore a notice of the proposed amalgamation, including a statement that — (i) copies of the amalgamation proposal are available for inspection by any member or creditor of an amalgamating company at the registered offices of the amalgamating companies and at such other place as may be specified in the notice during ordinary business hours; and (ii) a member or creditor of an amalgamating company is entitled to be supplied free of charge with a copy of the amalgamation proposal upon request to an amalgamating company. (6) Any director who contravenes subsection (3) shall be guilty of an offence.


document_id: coa-1967
provision_ref: s215D
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215D
title: Short form amalgamation
content:
215D. —(1) A company (called in this subsection the amalgamating holding company) and one or more of its wholly‑owned subsidiaries (called in this subsection the amalgamating subsidiary company) may amalgamate and continue as one company, being the amalgamated holding company or the amalgamated subsidiary company, without complying with sections 215B and 215C if the members of each amalgamating company, by special resolution at a general meeting, resolve to approve an amalgamation of the amalgamating companies on the terms that — ( a ) in the case — (i) where the amalgamating companies continue as the amalgamated holding company — the shares of each amalgamating subsidiary company will be cancelled without any payment or any other consideration; or (ii) where the amalgamating companies continue as an amalgamated subsidiary company — the shareholders of the amalgamating holding company are to be issued and hold the same number of shares in the amalgamated subsidiary company as they hold in the amalgamating holding company without any payment or other consideration and the shares of each amalgamating company, except for the shares in the amalgamated subsidiary company which are issued to the shareholders of the amalgamating holding company, will be cancelled without any payment or any other consideration; ( b ) the constitution of the amalgamated company will be the same as the constitution of the amalgamating company whose shares are not cancelled; ( c ) the directors of the amalgamating holding company and every amalgamating subsidiary company are satisfied that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and ( d ) the person or persons named as director or directors in the resolution of each amalgamating company will be the director or directors of the amalgamated company. [36/2014] (2) Two or more wholly‑owned subsidiary companies of the same corporation may amalgamate and continue as one company without complying with sections 215B and 215C if the members of each amalgamating company, by special resolution at a general meeting, resolve to approve an amalgamation of the amalgamating companies on the terms that — ( a ) the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration; ( b ) the constitution of the amalgamated company will be the same as the constitution of the amalgamating company whose shares are not cancelled; ( c ) the directors of every amalgamating company are satisfied that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and ( d ) the person or persons named in each resolution will be the director or directors of the amalgamated company. [36/2014] (3) The directors of each amalgamating company must, not less than 21 days before the general meeting mentioned in subsection (1) or (2) (as the case may be) give written notice of the proposed amalgamation to every secured creditor of the amalgamating company. (4) The resolution mentioned in subsection (1) or (2) (as the case may be) is deemed to be an amalgamation proposal that has been approved. (5) The board of directors of each amalgamating company must, before the commencement of the general meeting mentioned in subsection (1) or (2) (as the case may be), make a solvency statement in relation to the amalgamated company in accordance with section 215J. [36/2014] (6) Every director who votes in favour of the making of the solvency statement mentioned in subsection (5) must sign a declaration stating — ( a ) that, in the director’s opinion, the conditions specified in section 215J(1)( a ) and ( b ) are satisfied; and ( b ) the grounds for that opinion. (7) Any director who contravenes subsection (6) shall be guilty of an offence. (8) A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act.


document_id: coa-1967
provision_ref: s215E
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215E
title: Registration of amalgamation
content:
215E. —(1) For the purpose of effecting an amalgamation, the following documents must be filed with the Registrar, in the prescribed form with such particulars as may be required in the form, together with payment of the prescribed fee: ( a ) the amalgamation proposal that has been approved; ( aa ) any solvency statement made under section 215C(2) or 215D(5), as the case may be; ( b ) any declaration required under section 215C(3) or 215D(6), as the case may be; ( c ) a declaration signed by the directors of each amalgamating company stating that the amalgamation has been approved in accordance with this Act and the constitution of the amalgamating company; ( d ) where the amalgamated company is a new company or the amalgamation proposal provides for a change of the name of the amalgamated company, a copy of any notice or other documentary evidence that the name which it is proposed to be registered or the proposed new name (as the case may be) has been reserved under section 27(12B); ( e ) a declaration signed by the directors, or proposed directors, of the amalgamated company stating that, where the proportion of the claims of the creditors of the amalgamated company in relation to the value of the assets of the amalgamated company is greater than the proportion of the claims of the creditors of an amalgamating company in relation to the value of the assets of the amalgamating company, no creditor will be prejudiced by that fact. [36/2014] (2) Where the amalgamated company is a new company — ( a ) section 19(1)( a ) and ( c ) is deemed to have been complied with if, and only if, subsection (1) has been complied with; and ( b ) the reference to a person named in the constitution as a director or the secretary of the proposed company in section 19(2)( b ) includes a reference to a proposed director of the amalgamated company. [36/2014]


document_id: coa-1967
provision_ref: s215F
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215F
title: Notice of amalgamation, etc.
content:
215F. —(1) Upon the receipt of the relevant documents and fees, the Registrar must — ( a ) if the amalgamated company is the same as one of the amalgamating companies — issue a notice of amalgamation in such form as the Registrar may determine; or ( b ) if the amalgamated company is a new company — issue a notice of amalgamation in such form as the Registrar may determine together with the notice of incorporation under section 19(4). (2) Where an amalgamation proposal specifies a date on which the amalgamation is intended to become effective, and that date is the same as or later than the date on which the Registrar receives the relevant documents and fees mentioned in subsection (1), the notice of amalgamation and any notice of incorporation issued by the Registrar must be expressed to have effect on the date specified in the amalgamation proposal. (3) The Registrar must, as soon as practicable after the effective date of an amalgamation, remove the amalgamating companies, other than the amalgamated company, from the register. (4) Upon the application of the amalgamated company and payment of the prescribed fee, the Registrar must issue to the amalgamated company a certificate of confirmation of amalgamation. [36/2014]


document_id: coa-1967
provision_ref: s215G
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215G
title: Effect of amalgamations
content:
215G. On the date shown in a notice of amalgamation — ( a ) the amalgamation is effective; ( b ) the amalgamated company has the name specified in the amalgamation proposal; ( c ) all the property, rights and privileges of each of the amalgamating companies are transferred to and vest in the amalgamated company; ( d ) all the liabilities and obligations of each of the amalgamating companies are transferred to and become the liabilities and obligations of the amalgamated company; ( e ) all proceedings pending by or against any amalgamating company may be continued by or against the amalgamated company; ( f ) any conviction, ruling, order or judgment in favour of or against an amalgamating company may be enforced by or against the amalgamated company; and ( g ) the shares and rights of the members in the amalgamating companies are converted into the shares and rights provided for in the amalgamation proposal.


document_id: coa-1967
provision_ref: s215H
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215H
title: Power of Court in certain cases
content:
215H. —(1) If the Court is satisfied that giving effect to an amalgamation proposal would unfairly prejudice a member or creditor of an amalgamating company or a person to whom an amalgamating company is under an obligation, it may, on the application of that person made at any time before the date on which the amalgamation becomes effective, make any order it thinks fit in relation to the amalgamation proposal, and may, without limiting the generality of this subsection, make an order — ( a ) directing that effect must not be given to the amalgamation proposal; ( b ) modifying the amalgamation proposal in such manner as may be specified in the order; or ( c ) directing the amalgamating company or its board of directors to reconsider the amalgamation proposal or any part thereof. (2) An order may be made under subsection (1) on such terms or conditions as the Court thinks fit.


document_id: coa-1967
provision_ref: s215I
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215I
title: Solvency statement in relation to amalgamating company and offence for making false statement
content:
215I. —(1) For the purposes of section 215C(2)( b ), “solvency statement”, in relation to an amalgamating company, means a statement by the board of directors of the amalgamating company that it has formed the opinion — ( a ) that, as regards the amalgamating company’s situation at the date of the statement, there is no ground on which the amalgamating company could then be found to be unable to pay its debts; and ( b ) that, at the date of the statement, the value of the amalgamating company’s assets is not less than the value of its liabilities (including contingent liabilities), being a statement which complies with subsection (2). (2) The solvency statement — ( a ) if the amalgamating company is exempt from audit requirements under section 205B or 205C, must be in the form of a written declaration; or ( b ) if the amalgamating company is not such a company, must be in the form of a written declaration or must be accompanied by a report from its auditor that the auditor has inquired into the affairs of the amalgamating company and is of the opinion that the statement is not unreasonable given all the circumstances. [36/2014] (3) In forming an opinion for the purposes of subsection (1)( a ) and ( b ), the directors must take into account all liabilities of the amalgamating company (including contingent liabilities). (4) In determining, for the purposes of subsection (1)( b ), whether the value of the amalgamating company’s assets is or will become less than the value of its liabilities (including contingent liabilities), the board of directors of the amalgamating company — ( a ) must have regard to — (i) the most recent financial statements of the amalgamating company that comply with section 201(2) and (5), as the case may be; and (ii) all other circumstances that the directors know or ought to know affect, or may affect, the value of the amalgamating company’s assets and the value of the amalgamating company’s liabilities (including contingent liabilities); and ( b ) may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances. [36/2014] (5) In determining, for the purposes of subsection (4), the value of a contingent liability, the board of directors of the amalgamating company may take into account — ( a ) the likelihood of the contingency occurring; and ( b ) any claim the amalgamating company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability. (6) Any director of an amalgamating company who votes in favour of or otherwise causes a solvency statement under this section to be made without having reasonable grounds for the opinions expressed in it shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both.


document_id: coa-1967
provision_ref: s215J
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215J
title: Solvency statement in relation to amalgamated company and offence for making false statement
content:
215J. —(1) In sections 215C(2)( c ) and 215D(5), “solvency statement”, in relation to an amalgamated company, means a written declaration by the board of directors of each amalgamating company that it has formed the opinion — ( a ) that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and ( b ) that the value of the amalgamated company’s assets will not be less than the value of its liabilities (including contingent liabilities). [36/2014] (2) In forming an opinion for the purposes of subsection (1)( a ) and ( b ), the directors must take into account all liabilities of the amalgamated company (including contingent liabilities). (3) In determining, for the purposes of subsection (1)( b ), whether the value of the amalgamated company’s assets will become less than the value of its liabilities (including contingent liabilities), the board of directors of each amalgamating company — ( a ) must have regard to — (i) the most recent financial statements of the amalgamating company and the other amalgamating companies that comply with section 201(2) and (5), as the case may be; and (ii) all other circumstances that the directors know or ought to know affect, or may affect, the value of the amalgamated company’s assets and the value of the amalgamated company’s liabilities (including contingent liabilities); and ( b ) may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances. [36/2014] (4) In determining, for the purposes of subsection (3), the value of a contingent liability, the board of directors of each amalgamating company may take into account — ( a ) the likelihood of the contingency occurring; and ( b ) any claim the amalgamated company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability. (5) Any director of an amalgamating company who votes in favour of or otherwise causes a solvency statement under this section to be made without having reasonable grounds for the opinions expressed in it shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both.


document_id: coa-1967
provision_ref: s215K
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 215K
title: Transfer of money or other consideration paid under terms of amalgamation to Official Receiver
content:
215K. —(1) Where the terms of any amalgamation proposal that is approved under section 215C, or is deemed to be approved under section 215D, provide for any money or other consideration to be held by or on behalf of any party to the amalgamation in trust for any person, the person holding the money or other consideration may, after the expiration of 2 years and must before the expiration of 10 years from the date on which, the money or other consideration was received by the person, transfer the money or other consideration to the Official Receiver. [36/2014] (2) The Official Receiver must — ( a ) deal with any moneys received under subsection (1) as if the moneys were paid to the Official Receiver under section 197 of the Insolvency, Restructuring and Dissolution Act 2018; and ( b ) sell or dispose of any other consideration received under subsection (1) in such manner as the Official Receiver thinks fit and must deal with the proceeds of such sale or disposal as if it were moneys paid to the Official Receiver under section 197 of the Insolvency, Restructuring and Dissolution Act 2018. [36/2014; 40/2018]


document_id: coa-1967
provision_ref: s216
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 216
title: Personal remedies in cases of oppression or injustice
content:
216. —(1) Any member or holder of a debenture of a company or, in the case of a declared company under Part 9, the Minister, may apply to the Court for an order under this section on the ground — ( a ) that the affairs of the company are being conducted or the powers of the directors are being exercised in a manner oppressive to one or more of the members or holders of debentures including the applicant or in disregard of his, her or their interests as members, shareholders or holders of debentures of the company; or ( b ) that some act of the company has been done or is threatened or that some resolution of the members, holders of debentures or any class of them has been passed or is proposed which unfairly discriminates against or is otherwise prejudicial to one or more of the members or holders of debentures (including the applicant). (2) If on such application the Court is of the opinion that either of such grounds is established the Court may, with a view to bringing to an end or remedying the matters complained of, make such order as it thinks fit and, without limiting the foregoing, the order may — ( a ) direct or prohibit any act or cancel or vary any transaction or resolution; ( b ) regulate the conduct of the affairs of the company in future; ( c ) authorise civil proceedings to be brought in the name of or on behalf of the company by such person or persons and on such terms as the Court may direct; ( d ) provide for the purchase of the shares or debentures of the company by other members or holders of debentures of the company or by the company itself; ( e ) in the case of a purchase of shares by the company provide for a reduction accordingly of the company’s capital; or ( f ) provide that the company be wound up. (3) Where an order that the company be wound up is made pursuant to subsection (2)( f ), the provisions of the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of a company apply, with such adaptations as are necessary, as if the order had been made upon an application duly made to the Court by the company. [40/2018] (4) Where an order under this section makes any alteration in or addition to any company’s constitution, then, despite anything in any other provision of this Act, but subject to the provisions of the order, the company concerned does not have power, without the permission of the Court, to make any further alteration in or addition to the constitution inconsistent with the provisions of the order; but subject to the foregoing provisions of this subsection the alterations or additions made by the order are of the same effect as if duly made by resolution of the company. [36/2014] [Act 25 of 2021 wef 01/04/2022] (5) A copy of any order made under this section must be lodged by the applicant with the Registrar within 14 days after the making of the order. (6) Any person who fails to comply with subsection (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. (7) This section applies to a person who is not a member of a company but to whom shares in the company have been transmitted by operation of law as it applies to members of a company; and references to a member or members are to be construed accordingly.


document_id: coa-1967
provision_ref: s216A
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 216A
title: Derivative or representative actions
content:
216A. —(1) In this section and section 216B, “complainant” means — ( a ) any member of a company; ( b ) the Minister, in the case of a declared company under Part 9; or ( c ) any other person who, in the discretion of the Court, is a proper person to make an application under this section. [36/2014] (2) Subject to subsection (3), a complainant may apply to the Court for permission to bring an action or arbitration in the name and on behalf of the company or intervene in an action or arbitration to which the company is a party for the purpose of prosecuting, defending or discontinuing the action or arbitration on behalf of the company. [36/2014] [Act 25 of 2021 wef 01/04/2022] (3) No action or arbitration may be brought and no intervention in an action or arbitration may be made under subsection (2) unless the Court is satisfied that — ( a ) the complainant has given 14 days’ notice to the directors of the company of the complainant’s intention to apply to the Court under subsection (2) if the directors of the company do not bring, diligently prosecute or defend or discontinue the action or arbitration; ( b ) the complainant is acting in good faith; and ( c ) it appears to be prima facie in the interests of the company that the action or arbitration be brought, prosecuted, defended or discontinued. [36/2014] (4) Where a complainant on an application can establish to the satisfaction of the Court that it is not expedient to give notice as required in subsection (3)( a ), the Court may make such interim order as it thinks fit pending the complainant giving notice as required. (5) In granting permission under this section, the Court may make such orders or interim orders as it thinks fit in the interests of justice, including (but not limited to) the following: ( a ) an order authorising the complainant or any other person to control the conduct of the action or arbitration; ( b ) an order giving directions for the conduct of the action or arbitration by the person so authorised; ( c ) an order requiring the company to pay reasonable legal fees and disbursements incurred by the complainant in connection with the action or arbitration. [36/2014] [Act 25 of 2021 wef 01/04/2022] (6) Where the action has been commenced or is to be brought in the State Courts, an application for permission under subsection (2) must be made in a District Court. [5/2014] [Act 25 of 2021 wef 01/04/2022]


document_id: coa-1967
provision_ref: s216B
chapter: PART 7 - ARRANGEMENTS, RECONSTRUCTIONS
section: 216B
title:
Evidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A

content:
216B. —(1) An application made or an action brought or intervened in under section 216A must not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the company has been or may be approved by the members of the company, but evidence of approval by the members may be taken into account by the Court in making an order under section 216A. (2) An application made or an action brought or intervened in under section 216A must not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the Court given upon such terms as the Court thinks fit and, if the Court determines that the interest of any complainant may be substantially affected by such stay, discontinuance, settlement or dismissal, the Court may order any party to the application or action to give notice to the complainant. (3) In an application made or an action brought or intervened in under section 216A, the Court may at any time order the company to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be accountable for such interim costs upon final disposition of the application or action.


document_id: coa-1967
provision_ref: s228
chapter: PART 9 - INVESTIGATIONS
section: 228
title: Application of this Part
content:
228. This Part does not authorise any investigation into the insurance business of a company or into the business of a banking corporation, unless specifically provided for in this Part.


document_id: coa-1967
provision_ref: s229
chapter: PART 9 - INVESTIGATIONS
section: 229
title: Interpretation
content:
229. In this Part, unless the contrary intention appears — “company” includes a foreign company which is a declared company; “declared company” means a company or foreign company which the Minister has by order declared to be a company to which this Part applies; “officer or agent”, in relation to a corporation, includes — ( a ) a director, banker, solicitor or auditor of the corporation; ( b ) a person who at any time — (i) has been a person referred to in paragraph ( a ); or (ii) has been otherwise employed or appointed by the corporation; ( c ) a person who — (i) has in the person’s possession any property of the corporation; (ii) is indebted to the corporation; or (iii) is capable of giving information concerning the promotion, formation, trading, dealings, affairs or property of the corporation; and ( d ) where there are reasonable grounds for suspecting or believing that a person is a person mentioned in paragraph ( c ) — that person.


document_id: coa-1967
provision_ref: s230
chapter: PART 9 - INVESTIGATIONS
section: 230
title: Power to declare company or foreign company
content:
230. The Minister may by order declare that a company or foreign company is a company to which this Part applies if the Minister is satisfied — ( a ) that a prima facie case has been established that, for the protection of the public or the shareholders or creditors of the company or foreign company, it is desirable that the affairs of the company or foreign company should be investigated under this Part; ( b ) that it is in the public interest that allegations of fraud, misfeasance or other misconduct by persons who are or have been concerned with the formation or management of the company or foreign company should be investigated under this Part; ( c ) that for any other reason it is in the public interest that the affairs of the company or foreign company should be investigated under this Part; or ( d ) in the case of a foreign company, that the appropriate authority of another country has requested that a declaration be made pursuant to this section in respect of the company.


document_id: coa-1967
provision_ref: s231
chapter: PART 9 - INVESTIGATIONS
section: 231
title: Appointment of inspectors for declared companies
content:
231. —(1) Where a company or foreign company has been declared to be a company to which this Part applies, the Minister must appoint one or more inspectors to investigate the affairs of that company, and to report his or her opinion thereon to the Minister. (2) An inspector appointed under subsection (1) may, at any time in the course of the inspector’s investigation, without the necessity of making an interim report, inform the Minister of matters coming to the inspector’s knowledge as a result of the investigation which tend to show that an offence has been committed; and the Minister may thereafter take such steps as the Minister may consider fit. (3) The expenses of and incidental to an investigation of a declared company must be defrayed in the first instance out of moneys provided by Parliament. (4) Where the Minister is of the opinion that the whole or any part of the expenses of and incidental to the investigation should be paid by the company or by any person who is convicted on a prosecution brought under section 233(3) or who is ordered to pay damages or restore property in proceedings under section 233(4) the Minister may by notification in the Gazette direct that the expenses be so paid. (5) A notification under subsection (4) may specify the time or times and the manner in which the payment of the expenses must be made. (6) Where a notification has been published by the Minister under subsection (5), the persons named in the notification to the extent therein specified shall be liable to reimburse the Minister in respect of such expenses. (7) Action to recover any such expenses may be taken in the name of the Government in any court of competent jurisdiction. (8) Where a notification under subsection (4) has been published for the payment of the whole or part of the expenses by a company and the company is in liquidation or subsequently goes into liquidation the expenses so ordered to be paid by the company are deemed to be part of the costs and expenses of the winding up for the purposes of section 203(1)( a ) of the Insolvency, Restructuring and Dissolution Act 2018. [40/2018] (9) The report of the inspector may if the inspector thinks fit, and must, if the Minister so directs, include a recommendation as to the terms of the notification which the inspector thinks proper in the light of the inspector’s investigation to be given by the Minister under subsection (4).


document_id: coa-1967
provision_ref: s232
chapter: PART 9 - INVESTIGATIONS
section: 232
title: Investigation of affairs of company by inspectors at direction of Minister
content:
232. —(1) The Minister may appoint one or more inspectors to investigate the affairs of a company or such aspects of the affairs of a company as are specified in the instrument of appointment and to report thereon in such manner as the Minister directs — ( a ) in the case of a company having a share capital, on the application of — (i) not less than 200 members (excluding the company itself if it is registered as a member) or of members holding not less than 10% of the shares issued (excluding treasury shares); or (ii) holders of debentures holding not less than 20% in nominal value of debentures issued; ( b ) in the case of a company not having a share capital, on the application of not less than 20% in number of the persons on the company’s register of members; or ( c ) in any case on the application of a company pursuant to a special resolution. (2) An application under this section must be supported by such evidence as the Minister requires as to the reasons for the application and the motives of the applicants in requiring the investigation, and the Minister may before appointing an inspector require the applicants to give security for such amount as the Minister thinks fit for payment of the cost of the investigation.


document_id: coa-1967
provision_ref: s233
chapter: PART 9 - INVESTIGATIONS
section: 233
title: As to reports of inspectors
content:
233. —(1) An inspector appointed by the Minister may, and if so directed by the Minister must, make interim reports to the Minister and on the conclusion of the investigation the inspector must report the inspector’s opinion on or in relation to the affairs that the inspector has been appointed to investigate together with the facts upon which the inspector’s opinion is based to the Minister, and a copy of the report must, subject to subsection (1B), be forwarded by the Minister to the registered office of the company, and a further copy must, subject to that subsection, at the request of the applicants be delivered to them. (1A) Subject to subsections (1B) and (1C), the Minister must give a copy of a report made under this Part to each person to whom in the opinion of the Minister the report ought to be given by reason that it relates to the affairs of that person to a material extent. (1B) The Minister is not bound to furnish a company, an applicant or any other person with a copy of the report or any part thereof if the Minister is of the opinion that there is good reason for not divulging the contents of the report or any part thereof. (1C) Subject to subsection (1D), the Minister must not give a copy of a report made under this Part to a person under subsection (1A) if the Minister believes that legal proceedings that have been or, in the Minister’s opinion, might be instituted, might be unduly prejudiced by giving the report to that person. (1D) A court before which legal proceedings are brought against a person for or in respect of matters dealt with in a report under this Part may order that a copy of the report or part thereof must be given to that person. (2) The Minister may, if he or she is of the opinion that it is necessary in the public interest to do so, cause the report to be printed and published but must refrain from so doing if the Attorney‑General has certified in writing that publication of the report would be prejudicial to the administration of justice. (3) If from any report of an inspector appointed by the Minister it appears to the Minister that the case is one in which a prosecution ought to be instituted, the Minister must cause a prosecution to be instituted accordingly and all officers and agents of the company (other than the defendant in the proceedings) must on being required by the Minister to do so give all assistance in connection with the prosecution which they are reasonably able to give. (4) If from any report of an inspector appointed by the Minister it appears to the Minister that proceedings ought in the public interest to be brought by any company dealt with by the report for the recovery of damages in respect of any fraud, misfeasance or other misconduct in connection with the promotion or formation of that company or in the management of its affairs or for the recovery of any property of the company which has been misapplied or wrongfully retained, the Minister may himself or herself bring proceedings for that purpose in the name of the company. 234. [ Repealed by Act 13 of 1987 ]


document_id: coa-1967
provision_ref: s235
chapter: PART 9 - INVESTIGATIONS
section: 235
title: Investigation of affairs of related corporation
content:
235. Where an inspector thinks it necessary for the purposes of the investigation of the affairs of a company to investigate the affairs of a corporation which is or has at any relevant time been a corporation deemed to be related by virtue of section 6 to the company, the inspector may, with the consent in writing of the Minister, investigate the affairs of that corporation.


document_id: coa-1967
provision_ref: s236
chapter: PART 9 - INVESTIGATIONS
section: 236
title: Procedure and powers of inspector
content:
236. —(1) If an inspector appointed to investigate the affairs of a company thinks it necessary for the purposes of the investigation to investigate also the affairs of any other corporation which is or has at any relevant time been deemed to be or to have been related to that company by virtue of section 6, the inspector has power to do so, and the inspector must report on the affairs of the other corporation so far as the inspector thinks the results of the investigation thereof are relevant to the investigation of the affairs of the company. (2) Every officer and agent of a corporation the affairs of which are being investigated under this Part must, if required by an inspector appointed under this Part, produce to the inspector all books and documents in the officer’s or agent’s custody or power and must give to the inspector all assistance in connection with the investigation which he or she is reasonably able to give. (3) An inspector may, by notice in the prescribed form, require any officer or agent of any corporation whose affairs are being investigated pursuant to this Part to appear for examination on oath or affirmation (which the inspector is hereby authorised to administer) in relation to its business; and the notice may require the production of all books and documents in the custody or under the control of that officer or agent. (4) An inspector who, pursuant to this section, requires the production of all books and documents in the custody or power or under the control of an officer or agent of any corporation whose affairs are being investigated under or pursuant to this Part — ( a ) may take possession of all such books and documents; ( b ) may retain all such books and documents for such time as the inspector considers to be necessary for the purpose of the investigation; and ( c ) must permit such corporation to have access at all reasonable times to all such books and documents so long as they are in his or her possession. (4A) If an inspector has reasonable grounds for believing that a director or past director of the company or of a corporation which is or has at any time been deemed to be or to have been related to that company by virtue of section 6 whose affairs the inspector is investigating maintains or has maintained a bank account of any description, whether alone or jointly with another person and whether in Singapore or elsewhere, into or out of which there has been paid any money which has been in any way connected with any act or omission or series of acts or omissions, which on the part of that director or past director constituted misconduct (whether fraudulent or not towards that company or that related company or its members), an inspector may require the director or past director to produce to the inspector all documents in the director’s or past director’s possession or under his or her control relating to that bank account. (5) If any officer or agent of any corporation, the affairs of which are being investigated pursuant to this Part, fails to comply with the requirements of any notice issued under subsection (3) or fails or refuses to answer any question which is put to him or her by an inspector with respect to the affairs of the corporation or that officer or agent is a director or past director to whom subsection (4A) applies, if he or she fails to comply with a requirement of an inspector under that subsection, the inspector may certify the failure or refusal under the hand of the inspector to the Court, which may thereupon inquire into the case and, after hearing any witnesses against or on behalf of the alleged offender and any statement offered in defence, punish the offender in like manner as if the offender had been guilty of contempt of the Court. (6) No person, who is or has formerly been an officer or agent of a corporation the affairs of which are being investigated under this Part, is entitled to refuse to answer any question which is relevant or material to the investigation on the ground that the person’s answer might tend to incriminate him or her but if the person claims that the answer to any question, might incriminate him or her and but for this subsection the person would have been entitled to refuse to answer the question, the answer to the question may not be used in any subsequent criminal proceedings except in the case of a charge against the person for making a false statement in answer to that question. (7) Subject to subsection (6), any person is entitled to refuse to answer a question on the ground that the answer might tend to incriminate him or her. (8) An inspector may cause notes of any examination under this Part to be recorded and reduced to writing and to be read to or by and signed by the person examined and any such signed notes may except in the case of any answer which that person would not have been required to give but for subsection (6) thereafter be used in evidence in any legal proceedings against that person.


document_id: coa-1967
provision_ref: s237
chapter: PART 9 - INVESTIGATIONS
section: 237
title: As to costs of investigations
content:
237. —(1) The expenses of and incidental to an investigation by an inspector appointed pursuant to sections 232 and 243 (including the costs of any proceedings brought by the Minister in the name of the company), must be paid by the company investigated or if the Minister so directs by the applicants or in part by the company and in part by the applicants. (2) Despite subsection (1) — ( a ) if the company fails to pay the whole or any part of the sum which it is so liable to pay, the applicants must make good the deficiency up to the amount by which the security given by them under this Part exceeds the amount (if any) which they have under subsection (1) been directed by the Minister to pay; and ( b ) any balance of the expenses not paid either by the company or the applicants must be paid out of moneys provided by Parliament.


document_id: coa-1967
provision_ref: s238
chapter: PART 9 - INVESTIGATIONS
section: 238
title: Report of inspector to be admissible in evidence
content:
238. A copy of the report of any inspector appointed under this Part, certified as correct by the Minister, is admissible in any legal proceedings as evidence of the opinion of the inspector and of the facts upon which the inspector’s opinion is based in relation to any matter contained in the report.


document_id: coa-1967
provision_ref: s239
chapter: PART 9 - INVESTIGATIONS
section: 239
title: Powers of inspector in relation to a declared company
content:
239. —(1) An inspector of a declared company may employ such persons as the inspector considers necessary and in writing authorise any such person to do anything the inspector could himself or herself do, except to examine on oath or affirmation. (2) Any officer or agent of a corporation who — ( a ) refuses or fails to produce any book or document to any person who produces a written authority of an inspector given pursuant to subsection (1); or ( b ) refuses or fails to answer any question lawfully put to him or her by any such person, shall be liable to be dealt with in the same manner as is provided in section 236(5) for refusing or failing to comply with the request of an inspector.


document_id: coa-1967
provision_ref: s240
chapter: PART 9 - INVESTIGATIONS
section: 240
title: Suspension of actions and proceedings by declared company
content:
240. —(1) On and after the appointment of an inspector in respect of any declared company until the expiration of 3 months after the inspector has presented the inspector’s final report to the Minister, no action or proceeding may without the consent of the Minister (which may be given generally or in a particular case and which may be given subject to such conditions and limitations as the Minister thinks fit) be commenced or proceeded with in any Court — ( a ) by the company upon or in respect of any contract, bill of exchange or promissory note; or ( b ) by the holder or any other person in respect of any bill of exchange or promissory note made, drawn or accepted by or issued, transferred, negotiated or endorsed by or to the company unless the holder or other person — (i) at the time of the negotiation, transfer, issue, endorsement or delivery thereof to the holder or other person gave therefor adequate pecuniary consideration; and (ii) was not at the time of the negotiation, transfer, issue, endorsement or delivery thereof to the holder or other person or at any time within 3 years before that time a member, officer, agent or employee of the company or the wife or husband of any member, officer, agent or employee of the company. (2) Any action or proceeding which is commenced or proceeded with in contravention of this section is void and of no effect.


document_id: coa-1967
provision_ref: s241
chapter: PART 9 - INVESTIGATIONS
section: 241
title: Winding up of company
content:
241. —(1) An application to the Court — ( a ) in the case of a company — for the winding up of the company; or ( b ) in the case of a foreign company — for the winding up so far as the assets of the company in Singapore are concerned of the affairs of the company, may be made by the Minister at any time after a report has been made in respect of a declared company by an inspector whereupon the provisions of the Insolvency, Restructuring and Dissolution Act 2018, with such adaptations as are necessary, apply as if — ( c ) in the case of a company — a winding up application had been duly made to the Court by the company; and ( d ) in the case of a foreign company — an application for an order for the affairs of the company so far as assets in Singapore are concerned to be wound up in Singapore had been duly made to the Court by a creditor or contributory of the company upon the liquidation of the company in the place in which it is incorporated. [40/2018] (2) Where, in the case of a foreign company, on any application under subsection (1) an order is made for the affairs of the company so far as assets in Singapore are concerned to be wound up in Singapore the company must not carry on business or establish or keep a place of business in Singapore.


document_id: coa-1967
provision_ref: s242
chapter: PART 9 - INVESTIGATIONS
section: 242
title: Penalties
content:
242. —(1) Any person who, with intent to defeat the purposes of this Part or to delay or obstruct the carrying out of an investigation under this Part — ( a ) destroys, conceals or alters any book, document or record of or relating to a declared company; or ( b ) sends or attempts to send or conspires with any other person to send out of Singapore any such book, document or record or any property of any description belonging to or in the disposition or under the control of such a company, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years. (2) If in any prosecution for an offence under this section it is proved that the person charged with the offence — ( a ) has destroyed, concealed or altered any book, document or record of or relating to the company; or ( b ) has sent or attempted to send or conspired to send out of Singapore any book, document or record or any property of any description belonging to or in the disposition or under the control of the company, the onus of proving that in so doing the person had not acted with intent to defeat the purposes of this Part or to delay or obstruct the carrying out of an investigation under this Part shall lie on the person.


document_id: coa-1967
provision_ref: s243
chapter: PART 9 - INVESTIGATIONS
section: 243
title: Appointment and powers of inspectors to investigate ownership of company
content:
243. —(1) Where it appears to the Minister that there is good reason to do so, the Minister may appoint one or more inspectors to investigate and report on the membership of any corporation, whether or not it is a declared company, and otherwise with respect to the corporation for the purpose of determining the true persons who are or have been financially interested in the success or failure, real or apparent, of the corporation or able to control or materially to influence the policy of the corporation. (2) The appointment of an inspector under this section may define the scope of the inspector’s investigation, whether as respects the matters or the period to which it is to extend or otherwise, and in particular may limit the investigation to matters connected with particular shares or debentures. (3) Where an application for an investigation under this section with respect to particular shares or debentures of a corporation is made to the Minister by members of the corporation, and the number of applicants or the amount of the shares held by them is not less than that required for an application for the appointment of an inspector under section 232, the Minister must appoint an inspector to conduct the investigation unless the Minister is satisfied that the application is vexatious, and the inspector’s appointment must not exclude from the scope of the inspector’s investigation any matter which the application seeks to have included therein, except insofar as the Minister is satisfied that it is unreasonable for that matter to be investigated. (4) Subject to the terms of an inspector’s appointment, the inspector’s powers extend to the investigation of any circumstances suggesting the existence of an arrangement or understanding which, though not legally binding, is or was observed or likely to be observed in practice and which is relevant to the purposes of the inspector’s investigation. (5) For the purposes of any investigation under this section, the provisions of this Part with respect to the investigation of declared companies apply with the necessary modifications of references to the affairs of the corporation or to those of any other corporation, but so that — ( a ) this Part applies in relation to all persons who are or have been, or whom the inspector has reasonable cause to believe to be or to have been financially interested in the success or failure or the apparent success or failure of the corporation or any other corporation the membership of which is investigated with that of the corporation, or able to control or materially to influence the policy thereof, including persons concerned only on behalf of others, as they apply in relation to officers and agents of the corporation or of the other corporation, as the case may be; and ( b ) the Minister is not bound to furnish the corporation or any other person with a copy of any report by an inspector appointed under this section or with a complete copy thereof if the Minister is of opinion that there is good reason for not divulging the contents of the report or of parts thereof, but may, if the Minister thinks fit, cause to be kept by the Registrar a copy of the report or (as the case may be) the parts of the report, as respects which the Minister is not of that opinion.


document_id: coa-1967
provision_ref: s244
chapter: PART 9 - INVESTIGATIONS
section: 244
title: Power to require information as to persons interested in shares or debentures
content:
244. —(1) Where it appears to the Minister that there is good reason to investigate the ownership of any shares in or debentures of a corporation and that it is unnecessary to appoint an inspector for the purpose, the Minister may require any person whom the Minister has reasonable cause to believe to have or to be able to obtain any information as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares or debentures to give such information to the Minister. (2) For the purposes of this section, a person is deemed to have an interest in a share or debenture if the person has any right to acquire or dispose of the share or debenture or any interest therein or to vote in respect thereof, or if the person’s consent is necessary for the exercise of any of the rights of other persons interested therein, or if other persons interested therein can be required or are accustomed to exercise their rights in accordance with the person’s instructions. (3) Any person who fails to give any information required of the person under this section, or who in giving any such information makes any statement which the person knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both. (4) This section applies to a banking corporation but nothing therein requires, subject to the provisions of the Banking Act 1970, disclosure by a banking corporation to the Minister of any information as to the affairs of any of its customers other than the corporation of which it is the banker. (5) The Minister may by notification in the Gazette delegate his or her powers under this section either generally or in any particular case to a committee of an approved exchange that has been approved by the Minister under any written law relating to the securities industry or to any body, panel or committee that has been established to advise the Minister on matters connected with the securities industry. [4/2017] (6) A committee of an approved exchange or any body, panel or committee mentioned in subsection (5) in the discharge of its powers under that subsection must keep the Minister informed of any information obtained under this section. [4/2017] (7) Despite any delegation of the Minister’s powers under this section, the Minister may exercise any of the powers conferred upon the Minister under this section.


document_id: coa-1967
provision_ref: s245
chapter: PART 9 - INVESTIGATIONS
section: 245
title: Power to impose restrictions on shares or debentures
content:
245. —(1) Where in connection with an investigation under section 243 or 244 it appears to the Minister that there is difficulty in finding out the relevant facts about any shares, whether issued or to be issued, the Minister may by order in the Gazette direct that the shares are until further order subject to the following restrictions: ( a ) that any transfer of those shares or any exercise of the right to acquire or dispose of those shares or in the case of unissued shares any transfer of the right to be issued therewith and any issue thereof, is void; ( b ) that no voting rights are exercisable in respect of those shares; ( c ) that no further shares may be issued in right of those shares or pursuant to any offer made to the holder thereof; and ( d ) that, except in a liquidation, no payment may be made of any sums due from the company on those shares, whether in respect of capital or otherwise. (2) Any order of the Minister directing that shares will cease to be subject to the restrictions mentioned in subsection (1) which is expressed to be made with a view to permitting a transfer of those shares may continue the application of subsection (1)( c ) and ( d ), in relation to those shares, either in whole or in part, so far as those paragraphs relate to any right acquired or offer made before the transfer. (3) Where any shares are for the time being subject to any restrictions mentioned in subsection (1), any person who — ( a ) having knowledge that the shares are subject to any such restrictions, exercises or purports to exercise any right to dispose of those shares, or of any right to be issued with the shares; ( b ) votes in respect of those shares, whether as holder or proxy, or appoints a proxy to vote in respect thereof; or ( c ) being the holder of any of those shares, fails to notify the fact of their being subject to those restrictions to any person whom the firstmentioned person does not know to be aware of that fact but does know to be entitled, apart from those restrictions, to vote in respect of those shares whether as holder or proxy, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both. (4) Where shares in any company are issued in contravention of the restrictions imposed pursuant to subsection (1), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months. (5) A prosecution must not be instituted under this section except with the consent of the Public Prosecutor. (6) This section applies in relation to debentures as it applies in relation to shares.


document_id: coa-1967
provision_ref: s246
chapter: PART 9 - INVESTIGATIONS
section: 246
title: Inspectors appointed in other countries
content:
246. Where — ( a ) under a corresponding law of another country an inspector has been appointed to investigate the affairs of a corporation; and ( b ) the Minister is of the opinion that, in connection with that investigation, it is expedient that an investigation be made in Singapore, the Minister may by notice declare that the inspector so appointed is to have the same powers and duties in Singapore in relation to the investigation as if the corporation were a declared company and the inspector had been appointed under section 231 and thereupon the inspector has those powers and duties.


document_id: coa-1967
provision_ref: s344
chapter: PART 10 - DISSOLUTION
section: 344
title: Power of Registrar to strike defunct company off register
content:
344. —(1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, the Registrar may send to the company, and its directors, secretaries and members, a letter to that effect and stating that, if an answer showing cause to the contrary is not received within 30 days after the date of the letter, a notice will be published in the Gazette with a view to striking the name of the company off the register. [36/2014] (1A) Without limiting subsection (1), in determining whether there is reasonable ground to believe that a company is not carrying on business, the Registrar may have regard to such circumstances as may be prescribed. [36/2014] (2) Unless the Registrar receives an answer within one month from the date of the letter to the effect that the company is carrying on business or is in operation, the Registrar may publish in the Gazette and send to the company by registered post a notice that at the expiration of 60 days after the date of that notice the name of the company mentioned in that notice will, unless cause is (in the form and manner specified in section 344C) shown to the contrary, be struck off the register and the company will be dissolved. [36/2014] (3) If in any case where a company is being wound up the Registrar has reasonable cause to believe that — ( a ) no liquidator is acting; ( b ) the affairs of the company are fully wound up and for a period of 6 months the liquidator has been in default in lodging any return required to be made by the liquidator; or ( c ) the affairs of the company have been fully wound up under Division 2 of Part 8 of the Insolvency, Restructuring and Dissolution Act 2018 and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the company, the Registrar may publish in the Gazette and send to the company or the liquidator (if any) a notice to the same effect as that mentioned in subsection (2). [40/2018] (4) At the expiration of the time mentioned in the notice, the Registrar may, unless cause to the contrary is previously shown, strike the name of the company off the register, and must publish notice thereof in the Gazette , and on the publication in the Gazette of the notice the company is dissolved; but — ( a ) the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved; and ( b ) nothing in this subsection affects the power of the Court to wind up a company the name of which has been struck off the register. (5) If any person feels aggrieved by the name of the company having been struck off the register, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck off may, if satisfied that the company was, at the time of the striking off, carrying on business or in operation or otherwise that it is just that the name of the company be restored to the register, order the name of the company to be restored to the register, and upon a copy of the order being lodged with the Registrar the company is deemed to have continued in existence as if its name had not been struck off, and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off. [36/2014] (6) A notice to be sent under this section to a liquidator may be addressed to the liquidator at the liquidator’s last known place of business, and a letter or notice to be sent under this section to a company may be addressed to the company at its registered office or, if no office has been registered, to the care of some officer of the company, or, if there is no officer of the company whose name and address are known to the Registrar, may be sent to each of the persons who subscribed the constitution of the company addressed to each person at the address mentioned in the constitution. [36/2014] (7) The Registrar must ensure that — ( a ) such particulars of the company mentioned in subsection (1) and of the Registrar’s belief that the company is not carrying on business or is not in operation, as the Registrar may determine, is sent to — (i) the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992; and (ii) the Central Provident Fund Board established under the Central Provident Fund Act 1953; and ( b ) the substance of the notices to be published in the Gazette referred to in subsections (2), (3) and (4) is also published on the Authority’s website. [36/2014]


document_id: coa-1967
provision_ref: s344A
chapter: PART 10 - DISSOLUTION
section: 344A
title: Striking off on application by company
content:
344A. —(1) The Registrar may, on the application by a company, strike the company’s name off the register on such grounds and subject to such conditions as may be prescribed. [36/2014] (2) An application under subsection (1) is to be made on the company’s behalf by its directors or by a majority of them. [36/2014] (3) Upon receipt of the application, the Registrar must, if satisfied that the grounds and conditions (if any) referred to in subsection (1) have been satisfied, send to the company and its directors, secretaries and members a letter informing them of the application and stating that if an answer showing cause to the contrary (in the form and manner referred to in section 344C) is not received within 30 days after the date thereof a notice, details of which are set out in subsection (4), will be published in the Gazette with a view to striking the name of the company off the register. [36/2014] (4) The Registrar may not strike a company’s name off the register under this section until after the expiration of 60 days after the publication by the Registrar in the Gazette of a notice — ( a ) stating that the Registrar intends to exercise the power under this section in relation to the company; and ( b ) inviting any person to show cause why that should not be done within such period as may be prescribed. [36/2014] (5) If no person shows cause or sufficient cause within the period referred to in subsection (4)( b ) as to why the name of the company should not be struck off the register, the Registrar must strike off the name of the company from the register and publish a notice in the Gazette of the company’s name having been so struck off. [36/2014] (6) On the publication of the notice in the Gazette under subsection (5), the company is dissolved. [36/2014] (7) Despite the dissolution of the company under subsection (6) — ( a ) the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved; and ( b ) nothing in this section affects the power of the Court to wind up a company the name of which has been struck off the register. [36/2014] (8) The Registrar must ensure that — ( a ) such particulars of the company and of the application mentioned in subsection (1), as the Registrar may determine, is sent to — (i) the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992; and (ii) the Central Provident Fund Board established under the Central Provident Fund Act 1953; and ( b ) the substance of the notices to be published in the Gazette referred to in subsections (4) and (5) is also published on the Authority’s website. [36/2014] (9) The Registrar may, for the purposes of this section, send notices to the company by ordinary post or in such other prescribed manner. [36/2014]


document_id: coa-1967
provision_ref: s344B
chapter: PART 10 - DISSOLUTION
section: 344B
title: Withdrawal of application
content:
344B. —(1) The applicant or applicants may, by written notice to the Registrar, withdraw an application to strike a company’s name off the register under section 344A at any time before the name of the company has been struck off the register. [36/2014] (2) Upon receipt of the notice mentioned in subsection (1), the Registrar must — ( a ) send to the company by ordinary post a notice that the application to strike the company’s name off the register has been withdrawn; and ( b ) publish a notice on the Authority’s website that the application to strike the company’s name off the register has been withdrawn. [36/2014]


document_id: coa-1967
provision_ref: s344C
chapter: PART 10 - DISSOLUTION
section: 344C
title: Objections to striking off
content:
344C. —(1) Where a notice is given or published by the Registrar under section 344(2) or 344A(4) of the Registrar’s intention to strike the company’s name off the register, any person may deliver, not later than the date specified in the notice, an objection to the striking off of the name of the company from the register on the ground that there is reasonable cause why the name of the company should not be so struck off, including that the company does not satisfy any of the prescribed grounds for striking off referred to in section 344(1) or 344A(1). [36/2014] (2) An objection to the striking the name of the company off the register mentioned in subsection (1) must be given to the Registrar by notice in the prescribed form and manner. [36/2014] (3) Upon receipt of a notice of objection, which is made in the prescribed form and manner, within the time referred to in subsection (1), the Registrar — ( a ) must where applicable, give the applicant or applicants for striking the name of the company off the register notice of the objection; and ( b ) must, in deciding whether to allow the objection, take into account such considerations as may be prescribed. [36/2014]


document_id: coa-1967
provision_ref: s344D
chapter: PART 10 - DISSOLUTION
section: 344D
title: Application for administrative restoration to register
content:
344D. —(1) Subject to such conditions as may be prescribed, an application may be made to the Registrar to restore to the register the name of a company whose name has been struck off the register by the Registrar under section 344, if no application has been or is being made to the Court to restore the name of the company to the register under section 344(5). [36/2014] (2) An application under this section may be made whether or not the company has in consequence been dissolved. [36/2014] (3) An application under this section may only be made by a former director or former member of the company. [36/2014] (4) An application under this section is not valid unless the application is received by the Registrar within 6 years after the date on which the company is dissolved. [36/2014]


document_id: coa-1967
provision_ref: s344E
chapter: PART 10 - DISSOLUTION
section: 344E
title: Registrar’s decision on application for administrative restoration
content:
344E. —(1) The Registrar must give notice to the applicant of the decision on an application under section 344D. [36/2014] (2) If the Registrar’s decision is that the name of the company should be restored to the register — ( a ) the restoration takes effect as from the date that notice is sent; and ( b ) the Registrar must — (i) enter in the register a note of the date on which the restoration takes effect; and (ii) cause notice of the restoration to be published in the Gazette and on the Authority’s website. [36/2014] (3) The notice under subsection (2)( b )(ii) must state — ( a ) the name of the company or, if the company is restored to the register under a different name, that name and its former name; ( b ) the company’s registration number; and ( c ) the date as on which the restoration of the name of the company to the register takes effect. [36/2014] (4) If the Registrar’s decision is that the name of the company should not be restored to the register, the person who made the application under section 344D or any other person aggrieved by the decision of the Registrar may appeal to the Court. [36/2014] (5) On an appeal made under subsection (4), the Court may — ( a ) confirm the Registrar’s decision; or ( b ) restore the name of the company to the register and give such directions and make such orders as the Court is empowered to give and make under section 344G(3). [36/2014]


document_id: coa-1967
provision_ref: s344F
chapter: PART 10 - DISSOLUTION
section: 344F
title: Registrar may restore company deregistered by mistake
content:
344F. —(1) The Registrar may, on his or her own initiative, restore the name of a company to the register if the Registrar is satisfied that the name of the company has been struck off the register and the company is dissolved under section 344 or 344A as a result of a mistake of the Registrar. [36/2014] (2) In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong, false or misleading information given by the applicant in connection with the application for striking the name of the company off the register under section 344A. [36/2014] (3) The Registrar may restore the name of a company to the register by publishing in the Gazette and on the Authority’s website a notice declaring the restoration, and the restoration takes effect on the date of publication of the notice. [36/2014]


document_id: coa-1967
provision_ref: s344G
chapter: PART 10 - DISSOLUTION
section: 344G
title: Effect of restoration
content:
344G. —(1) If the name of a company is restored to the register under section 344E(2) or 344F, or on appeal to the Court under section 344E(5), the company is to be regarded as having continued in existence as if its name had not been struck off the register. [36/2014] (2) The company and its directors are not liable to a penalty under section 204 for a financial year in relation to which the period for filing its financial statements and other related statements ended — ( a ) after the date of dissolution or striking off; and ( b ) before the restoration of the name of the company to the register. [36/2014] (3) On the application by any person, the Court may give such directions and make such orders, as it seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had not been dissolved or its name had not been struck off the register. [36/2014] (4) An application to the Court for such directions or orders may be made any time within 3 years after the date of restoration of the name of the company to the register. [36/2014]


document_id: coa-1967
provision_ref: s344H
chapter: PART 10 - DISSOLUTION
section: 344H
title: Retention of books and papers upon striking off
content:
344H. —(1) Where the name of a company has been struck off and the company dissolved under section 344 or 344A, a person who was an officer of the company immediately before the company was dissolved must ensure that all books and papers of the company are retained for a period of at least 5 years after the date on which the company was dissolved. [15/2017] (2) An officer of a company who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. [15/2017] 345. [ Repealed by Act 40 of 2018 ] 346. [ Repealed by Act 40 of 2018 ] 347. [ Repealed by Act 40 of 2018 ] 348. [ Repealed by Act 40 of 2018 ] 349. [ Repealed by Act 40 of 2018 ] Division 5 &#x2014; [Repealed by Act 40 of 2018] 350. [ Repealed by Act 40 of 2018 ] 351. [ Repealed by Act 40 of 2018 ] 352. [ Repealed by Act 40 of 2018 ] 353. [ Repealed by Act 40 of 2018 ] 354. [ Repealed by Act 40 of 2018 ] Division 6 &#x2014; [Repealed by Act 40 of 2018] 354A. [ Repealed by Act 40 of 2018 ] 354B. [ Repealed by Act 40 of 2018 ] 354C. [ Repealed by Act 40 of 2018 ]


document_id: coa-1967
provision_ref: s355
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 355
title: Foreign corporate entities to which this Part applies
content:
355. This Part applies to a foreign corporate entity which intends to be registered as a company limited by shares under this Act. [15/2017]


document_id: coa-1967
provision_ref: s356
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 356
title: Interpretation of this Part
content:
356. In this Part, unless the context otherwise requires — “date of registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means the date of registration of the foreign corporate entity specified in the notice of transfer of registration; “foreign corporate entity” means a body corporate that is incorporated outside Singapore; “notice of transfer of registration” means the notice of transfer of registration issued under section 359(3); “place of incorporation” means, in the case of a foreign corporate entity that had transferred its domicile after its incorporation, the jurisdiction where the foreign corporate entity is domiciled at the time it applies for registration; “registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and “register” and “registered” are to be construed accordingly. [15/2017]


document_id: coa-1967
provision_ref: s357
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 357
title: Names of companies to be registered under this Part
content:
357. —(1) A foreign corporate entity which intends to be registered as a company limited by shares under this Act must apply to reserve the name of the intended company. [15/2017] (2) Section 27 applies to and in respect of an application under subsection (1) as if it were an application to reserve the name of an intended company under that section. [15/2017] (3) A foreign corporate entity must not be registered under section 359(1) unless the name which it is proposed to be registered has been reserved under section 27, as applied by subsection (2). [15/2017]


document_id: coa-1967
provision_ref: s358
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 358
title: Application for registration
content:
358. —(1) A foreign corporate entity may apply to the Registrar to be registered as a company limited by shares under this Act. [15/2017] (2) An application under subsection (1) — ( a ) must be made in such form and manner, and contain such particulars, as may be prescribed; and ( b ) must be accompanied by — (i) a certified copy of the charter, statute, constitution or memorandum or articles or other instrument constituting or defining its constitution (if any), in its place of incorporation; (ii) the constitution by which the foreign corporate entity proposes to be registered; (iii) such other documents as may be prescribed; and (iv) the prescribed fee. [15/2017] (3) The Registrar may require an applicant to furnish to the Registrar such further information or documents as the Registrar may require. [15/2017]


document_id: coa-1967
provision_ref: s359
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 359
title: Registration
content:
359. —(1) Subject to section 360, upon compliance by the foreign corporate entity with section 358, the Registrar may, if the Registrar thinks fit, register the foreign corporate entity as a company limited by shares by registering its constitution. [15/2017] (2) The registration of the foreign corporate entity is subject to such conditions that the Registrar may impose. [15/2017] (3) Upon registration of the foreign corporate entity, the Registrar must issue a notice of transfer of registration in the prescribed form stating that the company is, on and from the date specified in the notice — ( a ) registered by way of transfer of registration under this Act; ( b ) a company limited by shares; and ( c ) where applicable, a private company. [15/2017] (4) A certificate of confirmation of registration must be issued by the Registrar upon the application of the company. [15/2017] (5) A notice of transfer of registration issued under subsection (3), and a certificate of confirmation of registration issued under subsection (4), is each conclusive evidence — ( a ) that the foreign corporate entity is registered under this section; and ( b ) of the date of the company’s registration. [15/2017] (6) A foreign corporate entity registered under this section must, within 60 days after the issue of the notice of transfer of registration under subsection (3), or such further period as may be extended under subsection (7), submit to the Registrar a document evidencing that the foreign corporate entity has been deregistered in its place of incorporation. [15/2017] (7) The Registrar may, on the application of the foreign corporate entity registered under this section, extend the 60‑day period mentioned in subsection (6) subject to such conditions as the Registrar considers fit. [15/2017] (8) The Registrar may, at any time in the Registrar’s discretion, waive or modify any condition imposed by the Registrar under subsection (2). [15/2017] (9) Any person aggrieved by — ( a ) the refusal of the Registrar to register a foreign corporate entity under subsection (1); ( b ) any condition of registration imposed by the Registrar under subsection (2); or ( c ) the modification of any condition by the Registrar under subsection (8), may within 30 days after the date of the refusal to register, or the imposition or modification of the condition (as the case may be), appeal to the Minister whose decision is final. [15/2017]


document_id: coa-1967
provision_ref: s360
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 360
title: When registration must be refused
content:
360. —(1) The Registrar must refuse to register a foreign corporate entity if the Registrar is not satisfied that the minimum requirements prescribed for registration have been met and that all other requirements for registration have been complied with. [15/2017] (2) The Registrar must refuse to register a foreign corporate entity if the Registrar is satisfied that — ( a ) the intended company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or ( b ) it would be contrary to national security or interest for the intended company to be registered. [15/2017] (3) Any person aggrieved by the decision of the Registrar under subsection (1) or (2) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final. [15/2017]


document_id: coa-1967
provision_ref: s361
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 361
title: Effect of registration
content:
361. —(1) Starting on the date of registration specified in the notice of transfer of registration — ( a ) the foreign corporate entity is deemed to be a company as defined in section 4(1) and all provisions of this Act pertaining to companies apply with such adaptations, exceptions and modifications as may be specified in regulations; and ( b ) if the foreign corporate entity was registered as a foreign company under Division 2 of Part 11 immediately before that date, ceases to be so registered under Division 2 of that Part. [15/2017] (2) To avoid doubt, the registration of a foreign corporate entity does not — ( a ) create a new legal entity; ( b ) prejudice or affect the identity of the body corporate constituted by the foreign corporate entity or its continuity as a body corporate; ( c ) affect the property, or the rights or obligations, of the foreign corporate entity; or ( d ) render defective any legal proceedings by or against the foreign corporate entity, and any legal proceedings that could have been continued or commenced by or against the foreign corporate entity before its registration may be continued or commenced by or against the company after the registration. [15/2017]


document_id: coa-1967
provision_ref: s362
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 362
title: Revocation of registration
content:
362. —(1) The Registrar may by order revoke the registration of a company if the company fails to comply with section 359(6). [15/2017] (2) The Registrar must, before making an order of revocation — ( a ) give the company written notice of the Registrar’s intention to revoke the registration; ( b ) specify in the notice a period of at least 30 days within which the company may make written representations to the Registrar; and ( c ) consider the company’s written representations (if any) that are received by the Registrar within the time specified in the notice. [15/2017] (3) At the expiration of the time mentioned in the notice mentioned in subsection (2), the Registrar may, unless cause to the contrary is previously shown, order that the registration of the company be revoked. [15/2017] (4) The Registrar must — ( a ) cause a notice of the order of revocation to be published in the Gazette ; and ( b ) serve a copy of the notice of the order of revocation on the company which registration is revoked. [15/2017] (5) Upon publication of the notice of the order of revocation in the Gazette , the order of revocation takes effect and the company ceases to be a company as defined in section 4(1) and the provisions of this Act cease to apply to the company. [15/2017] (6) An order of revocation under subsection (3) is final. [15/2017] (7) Despite the order of revocation in respect of a company under subsection (3), the liability (if any) of every officer and member of the company continues. [15/2017] (8) Nothing in this section prejudices — ( a ) the enforcement by any person of any right or claim against the company; or ( b ) the enforcement by the company of any right or claim against any person. [15/2017]


document_id: coa-1967
provision_ref: s363
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 363
title: Duty of company to register pre‑existing charges
content:
363. —(1) If, before the registration of a foreign corporate entity, there are any charges, whether created by the foreign corporate entity or otherwise, which would have been required to be registered under Division 8 of Part 4 if the foreign corporate entity had been incorporated as a company under this Act, there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the date of registration of the company, a statement containing the prescribed particulars of the charge. [15/2017] (2) Documents and particulars required to be lodged for registration under subsection (1) may be lodged by the company concerned or by any person interested in the documents. [15/2017] (3) Where registration under subsection (1) is effected by some person other than the company concerned, that person is entitled to recover from the company the amount of any fees properly paid by the person for the registration. [15/2017] (4) If default is made in complying with subsection (1), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. [15/2017] (5) To avoid doubt, a failure to comply with subsection (1) does not affect the continuity of status, operation or effect of any security, right, priority or obligation of the charge. [15/2017] (6) The Court, on being satisfied — ( a ) that the omission to register a charge requiring registration under subsection (1), or that the omission or mis‑statement of any particular with respect to such charge, was accidental or due to inadvertence or to some other sufficient cause or is not of a nature to prejudice the position of creditors or shareholders; or ( b ) that on other grounds it is just and equitable to grant relief, may on the application of the company or any person interested and on such terms and conditions as seem to the Court just and expedient (including a term or condition that the rectification is to be without prejudice to any liability already incurred by the company or any of its officers in respect of the default) order that the time for registration be extended or that the omission or mis‑statement be rectified. [15/2017] (7) In respect of any charge that is required to be lodged under subsection (1), sections 134, 135, 136 and 138 apply as if the charge were a charge to which Division 8 of Part 4 applied. [15/2017]


document_id: coa-1967
provision_ref: s364
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 364
title: Duties of company with respect to issue of certificates
content:
364. —(1) Within 60 days after the date of registration of the company, the company must complete and have ready for delivery appropriate certificates in respect of all persons registered as holders of existing shares or debentures (as the case may be) as at the date of registration. [15/2017] (2) Upon the delivery of the certificates to the holders of existing shares or debentures under subsection (1), all prior certificates in respect of such shares or debentures cease to be operative and cease to have any validity for the purposes of this Act. [15/2017] (3) Any share warrant, stating that the bearer of the warrant is entitled to the shares specified in the warrant and enabling the shares to be transferred by delivery of the warrant, that had been issued by the foreign corporate entity before the date of registration of the company is void. [15/2017] (4) If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificates or the debentures delivered to the person, make an order directing the company and any officer of the company to make good the default within such time as is specified in the order, and the order may provide that all costs of and incidental to the application are to be borne by the company or by any officer of the company in default in such proportions as the Court thinks fit. [15/2017]


document_id: coa-1967
provision_ref: s364A
chapter: PART 10A - TRANSFER OF REGISTRATION
section: 364A
title: Regulations
content:
364A. The Minister may make regulations under section 411 in respect of applications for registration, and registration of a foreign corporate entity, under this Part, including — ( a ) prescribing the minimum and other requirements that a foreign corporate entity must meet before it may be registered under section 359(1); ( b ) waiving any requirement of this Part in respect of any foreign corporate entity, or class of foreign corporate entities; and ( c ) adapting, modifying or excluding the provisions of this Act in their application to any foreign corporate entity or class of foreign corporate entities registered under this Part. [15/2017]


document_id: coa-1967
provision_ref: s365
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 365
title: Foreign companies to which this Division applies
content:
365. This Division applies to a foreign company which — ( a ) establishes a place of business or carries on business in Singapore; or ( b ) intends to establish a place of business or carry on business in Singapore. [36/2014]


document_id: coa-1967
provision_ref: s366
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 366
title: Interpretation of this Division
content:
366. —(1) In this Division, unless the contrary intention appears — “authorised representative”, in relation to a foreign company, means — ( a ) in the case of a foreign company registered before 3 January 2016 — the agent of the foreign company as defined by this section in force immediately before that date; and ( b ) in the case of a foreign company registered on or after 3 January 2016 — the person named in a notice lodged under section 368(1)( e ); “carrying on business” — ( a ) includes the administration, management or otherwise dealing with property situated in Singapore as an agent, a legal personal representative, or a trustee, whether by employees or agents or otherwise; and ( b ) does not exclude activities carried on without a view to any profit. [36/2014] (2) Despite subsection (1), a foreign company is not to be regarded as carrying on business in Singapore for the reason only that in Singapore it — ( a ) is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute; ( b ) holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs; ( c ) maintains any bank account; ( d ) effects any sale through an independent contractor; ( e ) solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore; ( f ) creates evidence of any debt or creates a charge on movable or immovable property; ( g ) secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts; ( h ) conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time; ( i ) invests any of its funds or holds any property; ( j ) establishes a share transfer or share registration office in Singapore; ( k ) effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore, established under the Monetary Authority of Singapore Act 1970, under an arrangement approved by the Monetary Authority of Singapore; or ( l ) carries on such other activity as the Minister may prescribe. [36/2014]


document_id: coa-1967
provision_ref: s367
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 367
title: Power of foreign companies to hold immovable property
content:
367. Subject to and in accordance with any written law, a foreign company registered under this Division has power to hold immovable property in Singapore. [36/2014]


document_id: coa-1967
provision_ref: s368
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 368
title: Documents, etc., to be lodged by foreign companies having place of business in Singapore
content:
368. —(1) Every foreign company must, before it establishes a place of business or commences to carry on business in Singapore, lodge with the Registrar for registration — ( a ) the name of the foreign company and the address of the registered office of the company in its place of incorporation or formation; ( b ) a certified copy of the certificate of its incorporation or registration in its place of incorporation or formation or a document of similar effect; ( c ) a certified copy of its charter, statute, constitution or memorandum or articles or other instrument constituting or defining its constitution but only if such document is required to be registered or lodged under the law relating to the incorporation, formation or registration of the foreign company in its place of incorporation, formation or original registration; ( d ) a list of its directors containing similar particulars with respect to its directors as are by this Act required to be contained in the register of directors of a company incorporated under this Act and, in respect of each director, his or her residential address and contact address; [Act 21 of 2024 wef 09/12/2024] ( e ) a notice stating the names, nationalities and other identification particulars of one or more natural persons resident in Singapore who are appointed as the company’s authorised representatives and authorised as such to accept on its behalf service of process and any notice required to be served on the company, and in respect of each authorised representative, his or her residential address and contact address; [Act 21 of 2024 wef 09/12/2024] ( f ) a statement by or on behalf of the foreign company in the prescribed form confirming that each of its authorised representatives referred to in the notice lodged under paragraph ( e ) has consented to act as such (called in this section and section 370 the consent statement); ( g ) notice of the situation of its registered office in Singapore and, unless the office is open and accessible to the public during ordinary business hours on each business day, the days and hours during which it is open and accessible to the public; ( h ) a notice in the prescribed form containing the following particulars: (i) in the case — (A) where a certificate of the foreign company’s incorporation or registration or a document of similar effect is issued in its place of incorporation or formation — the registration number indicated on the certificate of the foreign company’s incorporation or registration or a document of similar effect; or (B) where the document referred to in sub‑paragraph (A) is not available — the number issued to the foreign company upon its incorporation by or registration with an authority which is responsible for incorporating or registering companies; (ii) a description of the business carried on by the foreign company; and (iii) the type of legal form or legal entity of the foreign company; and ( i ) where the law for the time being applicable to the foreign company in the place of its incorporation or formation requires audited financial statements of its head office to be prepared, a copy of the latest audited financial statements of its head office, and on payment of the appropriate fees and subject to this Act, the Registrar must register the foreign company under this Division by registration of the documents. [36/2014] (2) Any document required to be served under this Act on a director or an authorised representative of a foreign company is sufficiently served if addressed to the director or authorised representative and left at or sent by post to his or her residential address or contact address. [36/2014] [Act 21 of 2024 wef 09/12/2024] (3) The following must be made available for inspection at the registered office of the foreign company during the hours in which the registered office of the company is accessible to the public: ( a ) a copy of the memorandum of appointment or power of attorney appointing each authorised representative of the company in such manner as to be binding on the company; ( b ) where the memorandum of appointment or power of attorney mentioned in paragraph ( a ) is executed by a person on behalf of the company, a copy of the deed or document by which that person is authorised to execute the memorandum of appointment or power of attorney, verified by statutory declaration in the prescribed manner. [36/2014] (4) Subsection (1) applies to a foreign company which was not registered under the repealed written laws but which, immediately before 29 December 1967, had a place of business or was carrying on business in Singapore and, on that date, had a place of business or was carrying on business in Singapore, as if it established that place of business or commenced to carry on that business on that date. [36/2014]


document_id: coa-1967
provision_ref: s368A
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 368A
title: Duty of directors and authorised representatives to provide information to foreign company
content:
368A. —(1) A director must give the foreign company any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing. [36/2014] (2) An authorised representative must give the foreign company — ( a ) any information the company needs to comply with section 370(4) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing; and ( b ) any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after any change in his or her particulars. [36/2014] (3) Despite subsection (1) or (2), a director or an authorised representative must, subject to subsection (4), if requested by the foreign company, give the company any information referred to in section 368(1)( d ) or ( e ) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost. [36/2014] (4) The director or authorised representative mentioned in subsection (3) must furnish the information to the foreign company as soon as practicable but not later than 14 days after receipt of a written request for such information from the company. [36/2014] (5) A director or an authorised representative who is bound to comply with a requirement under this section and fails to do so shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [36/2014]


document_id: coa-1967
provision_ref: s368B
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 368B
title:
Saving and transitional provisions for existing particulars of directors and authorised representatives before 3 January 2016

content:
368B. —(1) If a foreign company, whether incorporated before, on or after 3 January 2016 — ( a ) has lodged the name and particulars of one or more directors with the Registrar as a director or directors (as the case may be) of the foreign company under section 368(1)( c ) in force immediately prior to that date, the name and particulars of the director or directors (as the case may be) are to be treated as the name and particulars of the company’s director or directors (as the case may be) until a notification of any change to the information is received by the Registrar under section 372(1)( ca ); or ( b ) has lodged the name and particulars of one or more agents with the Registrar as an agent or agents (as the case may be) of the foreign company under section 368(1)( e ) in force immediately prior to that date, the name and particulars of the agent or agents (as the case may be) are to be treated as the name and particulars of the company’s authorised representative or representatives (as the case may be) until a notification of any change to the information is received by the Registrar under section 372(1)( ca ). [36/2014] (2) For the purposes of subsection (1) — ( a ) the address lodged with the Registrar in respect of a director under section 368(1)( c ) in force immediately before 3 January 2016 is to be treated as the director’s residential address; and ( b ) the address lodged with the Registrar in respect of an agent under section 368(1)( e ) in force immediately before 3 January 2016 is to be treated as the agent’s residential address in the agent’s capacity as an authorised representative of the foreign company. [36/2014] [Act 21 of 2024 wef 09/12/2024]


document_id: coa-1967
provision_ref: s369
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 369
title: Power to refuse registration of a foreign company in certain circumstances
content:
369. —(1) Despite anything in this Act or any rule of law, the Registrar must refuse to register a company under this Division if the Registrar is satisfied that the foreign company is being used or is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or it would be contrary to the national security or interest for the foreign company to be registered. [36/2014] (2) A foreign company aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final.


document_id: coa-1967
provision_ref: s370
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 370
title: As to registered office and authorised representatives of foreign companies
content:
370. —(1) A foreign company must have a registered office in Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 5 hours between the hours of 9 a.m. and 5 p.m. each business day. [36/2014] (2) An authorised representative, until he or she ceases to be such in accordance with subsection (5) — ( a ) continues to be the authorised representative of the company; ( b ) is answerable for the doing of all such acts, matters and things, as are required to be done by the company under this Act; and ( c ) shall be personally liable to all penalties imposed on the company for any contravention of any of the provisions of this Act unless he or she satisfies the court hearing the matter that he or she should be not so liable. [36/2014] (3) A foreign company or its authorised representative may lodge with the Registrar a notice in the prescribed form stating that the authorised representative has ceased to be the authorised representative or will cease to be the authorised representative on a date specified in the notice. (4) On the appointment of a new authorised representative, the company must lodge a notice mentioned in section 368(1)( e ) and a consent statement in respect of the new authorised representative with the Registrar. [36/2014] (5) Subject to subsections (6) and (7), the authorised representative in respect of whom the notice under subsection (3) has been lodged ceases to be an authorised representative on the expiration of a period of 21 days after the date of lodgment of the notice or on the date on which the consent statement in respect of another authorised representative is lodged with the Registrar under section 368(1)( f ), whichever is the earlier, but if the notice states a date on which the firstmentioned authorised representative is to so cease and the date is later than the expiration of that period, on that date. [36/2014] (6) Where the authorised representative in respect of whom the notice under subsection (3) has been lodged is the sole authorised representative of a foreign company — ( a ) the foreign company must appoint another authorised representative; and ( b ) the authorised representative ceases to be an authorised representative of the foreign company on the date on which the consent statement in respect of another authorised representative is lodged under subsection (4). [36/2014] (7) Where a foreign company’s sole authorised representative dies, the company must, within 21 days after the death of the authorised representative, appoint another authorised representative. [36/2014]


document_id: coa-1967
provision_ref: s370A
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 370A
title:
Transitional provision for contact address of director or authorised representative of foreign company

content:
370A. —(1) Where a director or authorised representative of a foreign company (who is an individual) maintained an alternate address with the Registrar under this Act immediately before the commencement date, that address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date. (2) Where a director or authorised representative of a foreign company (who is an individual) did not maintain an alternate address with the Registrar under this Act immediately before the commencement date, the individual’s residential address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date. (3) An individual’s contact address mentioned in subsection (1) or (2) is deemed, for the purposes of section 372(1)( ca ), to be a particular lodged with the Registrar under section 368(1). (4) Subsection (5) applies to a notice or information required to be lodged or given under section 368(1)( d ) or ( e ), 368A(1), (2)( a ), (3) or (4) or 370(4) (as the case may be), relating to a director or authorised representative of a foreign company appointed before the commencement date. (5) Where the notice or information mentioned in subsection (4) is lodged or given on or after the commencement date, the notice or information must provide the information required under section 368 as in force when the notice or information is lodged or given, despite the director or authorised representative having been appointed before the commencement date. (6) In this section, “commencement date” means the date of commencement of section 47 of the ACRA (Registry and Regulatory Enhancements) Act 2024. [Act 21 of 2024 wef 09/12/2024]


document_id: coa-1967
provision_ref: s371
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 371
title: Transitory provisions
content:
371. —(1) On the registration of a foreign company under this Division, the Registrar must issue a notice in the prescribed form and the notice is prima facie evidence in all courts of the particulars mentioned in the notice. (2) Upon the application of the foreign company that has been duly registered and payment of the prescribed fee, the Registrar must issue to the foreign company a certificate confirming the particulars mentioned in the notice, and the certificate is prima facie evidence in all courts of those particulars.


document_id: coa-1967
provision_ref: s372
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 372
title: Return to be filed where documents, etc., altered
content:
372. —(1) Where any change or alteration is made in — ( a ) the charter, statutes, constitution, memorandum or articles of the foreign company or other instrument lodged with the Registrar; ( b ) the directors of the foreign company; ( c ) the authorised representative or authorised representatives of the foreign company; ( ca ) the particulars of any director or authorised representative of the foreign company which are lodged with the Registrar under section 368(1), other than the director’s or authorised representative’s residential address; ( d ) the situation or address or designation of situation or address of the registered office of the foreign company in Singapore or the days or hours during which it is open and accessible to the public; ( e ) the address of the registered office of the foreign company in its place of incorporation or origin; ( f ) the name of the foreign company; ( g ) the description of the business carried on by the foreign company; or ( h ) the type of legal form or legal entity of the foreign company, the foreign company must, within 30 days or within such further period as the Registrar in special circumstances allows after the change or alteration, lodge with the Registrar particulars of the change or alteration and such documents as the regulations require. [36/2014] (1A) A director or an authorised representative of a foreign company must lodge with the Registrar a notice of the director’s or authorised representative’s new residential address within 30 days after the date of change. [36/2014] (1B) Where the director or authorised representative mentioned in subsection (1) has changed his or her residential address and has made a report of the change under section 10 of the National Registration Act 1965, the director or authorised representative is to be taken to have informed the Registrar of the change of residential address in compliance with subsection (1A). [36/2014] (1C) If default is made by any director or authorised representative of a foreign company in complying with subsection (1A), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [36/2014] (2) [ Deleted by Act 36 of 2014 ] (3) [ Deleted by Act 36 of 2014 ] (4) If any order is made by a court under any law in force in the country in which a foreign company is incorporated which corresponds to section 210 of this Act or section 71 of the Insolvency, Restructuring and Dissolution Act 2018, the company must, within 30 days or within such further period as the Registrar in special circumstances allows after the order was made, lodge with the Registrar a copy of that order. [36/2014; 15/2017; 40/2018]


document_id: coa-1967
provision_ref: s373
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 373
title: Financial statements
content:
373. —(1) Subject to this section, a foreign company must lodge with the Registrar, within the time specified in subsection (3), financial statements made up to the end of its last financial year together with a declaration in the prescribed form verifying that the copies are true copies of the documents so required and, in the case where the financial statements are audited, a statement of the name of the auditor. [36/2014] (2) In subsection (1), “financial statements” means — ( a ) in the case where the foreign company’s shares are listed for quotation on an approved exchange in Singapore or a securities exchange in a country or territory outside Singapore and the foreign company is required by the rules of the approved exchange or securities exchange (as the case may be) to prepare financial statements — those financial statements; and ( b ) in any other case — (i) where the foreign company prepares financial statements in accordance with accounting standards that are substantially similar to the Accounting Standards — those financial statements; (ii) where the foreign company does not prepare the financial statements mentioned in sub-paragraph (i) but prepares financial statements in accordance with the applicable accounting standards as required by the law for the time being in force in the place of the foreign company’s incorporation which are audited or not (as the case may be) in accordance with that law — those financial statements; or (iii) where the foreign company does not prepare the financial statements mentioned in sub-paragraph (i) or (ii) — the unaudited summary financial statements of the foreign company. [Act 21 of 2024 wef 09/12/2024] (3) The financial statements mentioned in subsection (1) must be lodged — ( a ) in the case where the foreign company is required by the law for the time being in force in the place of the foreign company’s incorporation to table the financial statements at an annual general meeting — within 60 days after the date on which its annual general meeting is held; or ( b ) in any other case — within such period as the directors of the foreign company would have been required to lodge its financial statements if the company were a public company incorporated under this Act which does not keep a branch register outside Singapore. [Act 21 of 2024 wef 09/12/2024] (4) The Registrar may, if the Registrar is of the opinion that the financial statements mentioned in subsection (1) do not sufficiently disclose the foreign company’s financial position, require the company — ( a ) to lodge financial statements within such period, in such form and containing such particulars; and ( b ) to annex thereto such documents, as the Registrar may by written notice to the company require. [36/2014] [Act 21 of 2024 wef 09/12/2024] (5) Subsection (4) does not authorise the Registrar to require — ( a ) financial statements to contain any particulars; or ( b ) the company to annex, attach or to send any documents, that would not be required to be furnished if the company were a public company incorporated under this Act. [36/2014] (6) The foreign company must comply with the requirements set out in the notice under subsection (4). [36/2014] (7) In addition to the financial statements required to be lodged with the Registrar under subsections (1), (3) and (4), a foreign company must lodge with the Registrar within the time specified in subsection (3) the following: ( a ) a duly audited statement showing its assets used in and liabilities arising out of its operations in Singapore as at the date to which its balance sheet was made up; ( b ) a duly audited profit and loss account which, insofar as is practicable, complies with the requirements of the Accounting Standards and which gives a true and fair view of the profit or loss arising out of the company’s operation in Singapore for the last preceding financial year of the company; [Act 17 of 2023 wef 01/07/2023] ( c ) a statement of the name of the auditor who audited the documents referred to in paragraph ( a ) or ( b ), or both paragraphs ( a ) and ( b ), as the case may be. [36/2014] [Act 17 of 2023 wef 01/07/2023] (8) For the purpose of subsection (7), the foreign company is entitled to make such apportionments of expenses incurred in connection with operations or administration affecting both Singapore and elsewhere and to add such notes and explanations as in its opinion are necessary or desirable in order to give a true and fair view of the profit or loss of its operations in Singapore. [36/2014] (9) A foreign company which is dormant in Singapore may, in lieu of satisfying the requirements of subsection (7), lodge with the Registrar — ( a ) an unaudited statement showing its assets used in and liabilities arising out of its operations in Singapore; and ( b ) an unaudited profit and loss account with respect to the company’s operations in Singapore. [36/2014] (10) The Registrar may, on application by a foreign company and payment of the prescribed application fee, extend the period referred to in subsection (3) within which the company is required to comply with any or all of the requirements of subsections (3)( b ) and (7). [36/2014; 15/2017] (11) A statement and profit and loss account is deemed to have been duly audited for the purposes of subsection (7) if it is accompanied by a report by an accounting entity appointed to provide auditing services in respect of the foreign company’s operations in Singapore which complies, insofar as is practicable, with section 207. [36/2014] (12) The Registrar may, upon the written application of a foreign company, waive the requirement of a foreign company to lodge the documents referred to in subsection (7)( a ), ( b ) and ( c ) if the Registrar is satisfied that — ( a ) it is impractical for the foreign company to comply having regard to the nature of the foreign company’s operations in Singapore; ( b ) it would be of no real value having regard to the amount involved; ( c ) it would involve expense unduly out of proportion to its value; or ( d ) it would be misleading or harmful to the business of the foreign company, or to any company which is deemed by virtue of section 6 to be related to the foreign company. [36/2014] (13) The Registrar may, upon the application of a foreign company, make an order — ( a ) relieving the foreign company from complying with any requirement relating to the form and content of the financial statements mentioned in subsection (2)( b )(i) or (ii) or the unaudited summary financial statements mentioned in subsection (2)( b )(iii), including any aspect relating to the audit of those documents; or ( b ) allowing the foreign company to lodge under subsection (1) any other document instead of the financial statements mentioned in subsection (2)( b )(i) or (ii) or the unaudited summary financial statements mentioned in subsection (2)( b )(iii). [Act 21 of 2024 wef 09/12/2024] (13A) The Registrar may, upon the application of a foreign company, make an order relieving the foreign company from any requirement relating to audit or the form and content of the documents referred to in subsection (7). [Act 21 of 2024 wef 09/12/2024] (14) The Registrar may make the order mentioned in subsection (13) or (13A) unconditionally or subject to the condition that the foreign company comply with such other requirements relating to audit or the form and content of the documents as the Registrar may determine. [36/2014] [Act 21 of 2024 wef 09/12/2024] (15) The Registrar must not make an order under subsection (13) or (13A) unless the Registrar is of the opinion that compliance with the requirements of this section would render the documents misleading or inappropriate to the circumstances of the foreign company or would impose unreasonable burdens on the company. [36/2014] [Act 21 of 2024 wef 09/12/2024] (16) The Registrar may make an order under subsection (13) or (13A) which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order. [36/2014] [Act 21 of 2024 wef 09/12/2024] (17) Without affecting subsections (12), (13), (13A) and (14), the Minister may, by order in the Gazette , in respect of foreign companies of a specified class or description — ( a ) substitute other accounting standards for the Accounting Standards, and the provisions of this section apply accordingly in respect of such foreign companies; or ( b ) exempt foreign companies of a specified class or description from any or all of the requirements of subsection (7). [36/2014] [Act 21 of 2024 wef 09/12/2024] (18) If default is made by a foreign company in complying with this section, other than subsection (7)( b ) — ( a ) the company; and ( b ) every director or equivalent person, and every authorised representative of the company, who knowingly and wilfully authorises or permits the default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $50,000. [36/2014] [Act 17 of 2023 wef 01/07/2023] (18A) If default is made by a foreign company in complying with subsection (7)( b ) — ( a ) the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000; and ( b ) every director or equivalent person, and every authorised representative, of the company, who knowingly and wilfully authorises or permits the default, shall each be guilty of an offence and shall each be liable on conviction — (i) to a fine not exceeding $250,000; or (ii) if the offence was committed with intent to defraud the creditors of the company or creditors of any other person, or for a fraudulent purpose, to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both. [Act 17 of 2023 wef 01/07/2023] (19) For the purposes of this section — ( a ) a foreign company is dormant in Singapore during a period in which no accounting transaction arising out of its operations in Singapore occurs; and the company ceases to be dormant on the occurrence of such a transaction; and ( b ) an “accounting transaction” means a transaction for which accounting or other records would be required to be kept so as to enable the documents referred to in subsection (7) to be prepared. [36/2014]


document_id: coa-1967
provision_ref: s374
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 374
title: Return to be filed on keeping of registers of foreign company
content:
374. A foreign company must, at the time when making a lodgment of — ( a ) its financial statements in accordance with section 373(1); or ( b ) where the Registrar allows under section 373(13)( b ) the foreign company to lodge under section 373(1) any other document instead of its financial statements — that other document, also lodge with the Registrar a return containing prescribed information relating to the keeping of the following registers: ( c ) the register of controllers kept by the foreign company under section 386AF; ( d ) the register of nominee directors kept by the foreign company under section 386AKA; ( e ) the register of nominee shareholders kept by the foreign company under section 386ALA. [Act 23 of 2024 wef 16/06/2025]


document_id: coa-1967
provision_ref: s375
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 375
title: Obligation to state name of foreign company, whether limited, and country where incorporated
content:
375. —(1) A foreign company must — ( a ) [ Deleted by Act 36 of 2014 ] ( b ) cause its name and the place where it is formed or incorporated to be stated in legible romanised letters on all its bill‑heads and letter paper and in all its notices, prospectuses and other official publications; and ( c ) if the liability of its members is limited (unless the last word of its name is the word “Limited” or “Berhad” or the abbreviation “Ltd.” or “Bhd.”), cause notice of that fact — (i) to be stated in legible characters in every prospectus issued by it and in all its bill‑heads, letter paper, notices, and other official publications in Singapore; and (ii) except in the case of a banking corporation, to be exhibited outside its registered office and every place of business established by it in Singapore. [36/2014] (2) Where the name of a foreign company is indicated on any of the documents referred to in subsection (1) in characters or in any other way than by the use of romanised letters, this section relating to the statement of its name is deemed not to have been complied with unless the name of the company is stated on such document in romanised letters not smaller than any of the characters so exhibited or stated on the relevant document. [36/2014] (3) The unique entity number of a foreign company, issued by the Registrar, must appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company. [36/2014] (4) Despite subsection (3), a foreign company incorporated before 3 January 2016 need only comply with subsection (3) after the expiration of 12 months after that date. [36/2014]


document_id: coa-1967
provision_ref: s376
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 376
title: Service of document
content:
376. Any document required to be served on a foreign company is sufficiently served — ( a ) if addressed to the foreign company and left at or sent by post to its registered office in Singapore; ( b ) if addressed to an authorised representative of the company and left at or sent by post to his or her residential address or contact address; or [Act 21 of 2024 wef 09/12/2024] ( c ) in the case of a foreign company which has ceased to maintain a place of business in Singapore, if addressed to the foreign company and left at or sent by post to its registered office in the place of its incorporation. [36/2014]


document_id: coa-1967
provision_ref: s377
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 377
title: Cesser of business in Singapore
content:
377. —(1) If a foreign company ceases to have a place of business in Singapore or to carry on business in Singapore, it must, within 7 days after so ceasing, lodge with the Registrar notice of that fact. [36/2014] (1A) Starting on the day on which the foreign company lodged the notice mentioned in subsection (1), the foreign company’s obligation to lodge any document (not being a document that ought to have been lodged before that day) with the Registrar ceases. [36/2014] (1B) The Registrar must as soon as practicable after the lodgment of the notice mentioned in subsection (1) record in the register that the company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, as the case may be. [36/2014] (2) If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin, each person who immediately before the commencement of the liquidation proceedings was an authorised representative must — ( a ) within 14 days after the commencement of the liquidation or the dissolution; or ( b ) within such further time as the Registrar in special circumstances allows, lodge or cause to be lodged with the Registrar notice of that fact and, when a liquidator is appointed, notice of such appointment. [40/2018] (3) [ Deleted by Act 40 of 2018 ] (4) [ Deleted by Act 40 of 2018 ] (4A) [ Deleted by Act 40 of 2018 ] (5) On receipt of a notice from an authorised representative that the foreign company has been dissolved, the Registrar must record in the register that the foreign company has been dissolved. [36/2014] (6) [ Deleted by Act 36 of 2014 ] (7) [ Deleted by Act 40 of 2018 ] (8) The Registrar must strike the name of a foreign company off the register if the Registrar is satisfied that the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against the national security or interest. [36/2014] (9) The Registrar may strike the name of a foreign company off the register if — ( a ) the Registrar has reasonable cause to believe that the company has ceased to carry on business or to have a place of business in Singapore; or ( b ) the company has failed to appoint an authorised representative within 6 months after the date of the death of its sole authorised representative. [36/2014] (10) The Registrar may strike the name of a foreign company off the register upon the application of the sole authorised representative of the foreign company in the prescribed form if the Registrar is satisfied that — ( a ) the sole authorised representative has given written notice to the foreign company that he or she desires to resign and has lodged a notice under section 370(3) with the Registrar, but the company has failed to respond or appoint another authorised representative within 12 months after the date of lodgment of the notice; or ( b ) the foreign company has failed to give instructions with respect to a written request from the sole authorised representative for instructions as to whether the company wishes to cancel or continue its registration under this Act within 12 months after the date the written request was sent. [36/2014] (11) Without limiting subsection (9)( a ), in determining whether there is reasonable ground to believe that a company is not carrying on business under that subsection, the Registrar may have regard to such circumstances as may be prescribed. [36/2014] (12) For the purposes of subsections (9) and (10), the provisions of this Act relating to the striking off the register of the name of a defunct company extend and apply with such adaptations as are necessary. [36/2014] (13) Any person aggrieved by the decision of the Registrar under subsection (8), (9) or (10) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final. [36/2014]


document_id: coa-1967
provision_ref: s377A
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 377A
title: Application for administrative restoration of foreign company to register
content:
377A. —(1) Subject to such conditions as may be prescribed, a director or member of a foreign company whose name has been struck off the register under section 377(9) or (10) may apply to the Registrar to restore the name of the company to the register. [36/2014] (2) An application under this section is not valid unless the application is received by the Registrar within 6 years after the date on which the name of the foreign company is struck off the register. [36/2014]


document_id: coa-1967
provision_ref: s377B
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 377B
title: Registrar’s decision on application for administrative restoration of foreign company
content:
377B. —(1) The Registrar must give notice to the applicant of the decision on an application under section 377A. [36/2014] (2) If the Registrar’s decision is that the name of the foreign company should be restored to the register, the name of the company is restored to the register on the date on which notice is sent (called in this section the restoration date). [36/2014] (3) The Registrar must — ( a ) enter in the register a note of the restoration date; and ( b ) cause notice of the restoration to be published in the Gazette and on the Authority’s website. [36/2014] (4) The notice under subsection (3)( b ) must state — ( a ) the name of the foreign company or, if the company is restored to the register under a different name, that name and its former name; ( b ) the unique entity number of the foreign company issued by the Registrar; and ( c ) the restoration date. [36/2014] (5) If the Registrar’s decision is that the name of the foreign company should not be restored to the register, the person who made the application under section 377A or any other person aggrieved by the decision of the Registrar, may appeal to the Court. [36/2014] (6) On an appeal made under subsection (5), the Court may — ( a ) confirm the Registrar’s decision; or ( b ) restore the name of the foreign company to the register and give such directions and make such orders as the Court is empowered to give and make under section 377D(3). [36/2014]


document_id: coa-1967
provision_ref: s377C
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 377C
title: Registrar may restore foreign company deregistered by mistake
content:
377C. —(1) The Registrar may, on his or her own initiative, restore the name of a foreign company to the register if the Registrar is satisfied that the name of the company has been struck off the register under section 377(9) or (10) as a result of a mistake of the Registrar. [36/2014] (2) In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong, false or misleading information given by an applicant in connection with an application for striking the name of the foreign company off the register under section 377(10). [36/2014] (3) The Registrar may restore the name of a foreign company to the register by publishing in the Gazette and on the Authority’s website a notice declaring the restoration, and the restoration takes effect on the date of publication of the notice. [36/2014]


document_id: coa-1967
provision_ref: s377D
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 377D
title: Effect of restoration of foreign company
content:
377D. —(1) If the name of a foreign company is restored to the register under section 377B(2) or 377C, or on appeal to the Court under section 377B(5), the company is to be regarded as having continued its registration under this Act as if the name of the company had not been struck off the register. [36/2014] (2) The foreign company, its directors or equivalent persons, and authorised representatives are not liable to a penalty under section 373(18) for a financial year in relation to which the period for filing its balance sheet, cash flow statement, profit and loss statement and other related documents ended — ( a ) after the date on which the name of the company was struck off the register; and ( b ) before the restoration of the name of the company to the register. [36/2014] (3) On the application by any person, the Court may give directions and make orders, as seem just for placing the foreign company and all other persons in the same position (as nearly as may be) as if the name of the company had not been struck off the register. [36/2014] (4) An application to the Court for such directions or orders may be made any time within 3 years after the date of restoration of the name of the foreign company to the register. [36/2014]


document_id: coa-1967
provision_ref: s378
chapter: PART 11 - VARIOUS TYPES OF COMPANIES, ETC.
section: 378
title: Restriction on use of certain names
content:
378. —(1) Except with the consent of the Minister or as provided in subsection (2), the Registrar must refuse to register a foreign company under a name, whether on its registration or by a subsequent change of name, under which the company is to carry on business in Singapore that, in the opinion of the Registrar — ( a ) is undesirable; ( b ) is identical to a name of any other foreign company, or any company, limited liability partnership, limited partnership or corporation, or to a registered business name; ( c ) is identical to a name reserved under subsection (15) and section 27(12B) of this Act, section 16 of the Business Names Registration Act 2014, section 23(4) of the Limited Liability Partnerships Act 2005, section 17(4) of the Limited Partnerships Act 2008, or section 27(12B) as applied by section 21(8) of the VCC Act; or ( d ) is a name, or is a name of a kind that the Minister has directed the Registrar not to accept for registration. [36/2014; 44/2018] (2) In addition to subsection (1), the Registrar must, on or after 3 January 2016, except with the consent of the Minister, refuse to register a foreign company under a name, if — ( a ) it is identical to the name of a company that was dissolved — (i) unless, in a case where the company was dissolved following its winding up under Part 8 of the Insolvency, Restructuring and Dissolution Act 2018, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the company was dissolved following its name being struck off the register under section 344 or 344A, a period of at least 6 years has passed after the date of dissolution; ( b ) it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or had ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation; ( c ) it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar under section 377(2), unless a period of at least 2 years has passed after the date of dissolution; ( d ) it is identical to the name of a limited liability partnership that was dissolved — (i) unless, in a case where the limited liability partnership was dissolved following its winding up under section 39 of, and the Fifth Schedule to, the Limited Liability Partnerships Act 2005, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the limited liability partnership was dissolved following its name being struck off the register kept under section 63 of the Limited Liability Partnerships Act 2005, a period of at least 6 years has passed after the date of dissolution; ( e ) it is identical to the name of a limited partnership that was cancelled or dissolved — (i) unless, in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of cancellation; or (ii) unless, in a case where notice was lodged with the Registrar of Limited Partnerships that the limited partnership was dissolved under section 19(2) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of dissolution; or ( f ) it is identical to the name of a VCC that was dissolved — (i) unless, in a case where the VCC was dissolved following its winding up under Part 11 of the VCC Act, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the VCC was dissolved following its name being struck off the register under section 344 or 344A of this Act as applied by section 130 of the VCC Act, a period of at least 6 years has passed after the date of dissolution. [36/2014; 40/2018; 44/2018] (3) Despite subsection (1), the Registrar may, on or after 3 January 2016, register a foreign company under — ( a ) a name that is identical to the name of a foreign company registered under Division 2 of Part 11 — (i) in respect of which notice was lodged under section 377(1) that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and (ii) the name of which was struck off the register under section 377(8), (9) or (10), if a period of at least 6 years has passed after the date the name was so struck off; and ( b ) a name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) of the Limited Partnerships Act 2008 that the limited partnership ceased to carry on business in Singapore, if a period of at least one year has passed after the date of cessation. [36/2014] (4) No foreign company to which this Division applies may use in Singapore any name other than — ( a ) the name under which the foreign company is registered under this Division; and ( b ) if the foreign company is registered under the Business Names Registration Act 2014, a business name in respect of which the foreign company is registered under section 8 of that Act. [36/2014] (5) Despite this section, where the Registrar is satisfied that a foreign company has been registered (whether through inadvertence or otherwise or whether on its registration or by a subsequent change of name) by a name — ( a ) which is one that is not permitted to be registered under subsection (1)( a ), ( b ) or ( d ); ( b ) which is one that is not permitted to be registered under subsection (2) until the expiry of the relevant period referred to in that subsection; or ( c ) which is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period referred to in that subsection, the Registrar may direct the foreign company to change its name, and the company must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister. [36/2014] (6) Any person may apply, in writing, to the Registrar to give a direction to a foreign company under subsection (5) on a ground referred to in that subsection. [36/2014] (7) If the foreign company fails to comply with subsection (4), the company and every officer of the company who is in default and every authorised representative of the company who knowingly and wilfully authorises or permits the default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty. [36/2014] (8) In this section, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014. [36/2014] (9) An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times: ( a ) in the case of the Registrar’s decision under subsection (5) — by the foreign company aggrieved by the decision within 30 days after the decision; ( b ) in the case of the Registrar’s refusal to give a direction to a foreign company under subsection (5) pursuant to an application under subsection (6) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal. [36/2014] (10) The Minister must cause a direction given by the Minister under subsection (1)( d ) to be published in the Gazette . [36/2014] (11) A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as the name under which a foreign company proposes to be registered, either originally or upon change of name. [36/2014] (12) A foreign company must not be registered, whether on its initial registration or by a subsequent change of name, by a name unless the name has been reserved under subsection (15). [36/2014] (13) The Registrar may approve an application made under subsection (11) only if the Registrar is satisfied that — ( a ) the application is made in good faith; and ( b ) the name to be reserved is one in respect of which a foreign company may be registered having regard to subsections (1), (2) and (3). [36/2014] (14) The Registrar must refuse to approve an application to reserve a name under subsection (11) if the Registrar is satisfied that — ( a ) the foreign company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or ( b ) it would be contrary to the national security or interest for the foreign company to be registered. [36/2014] (15) Where an application for a reservation of a name is made under subsection (11), the Registrar must reserve the proposed name for a period starting at the time the Registrar receives the application and ending — ( a ) if the Registrar approves the application — 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or ( b ) if the Registrar refuses to approve the application — on the date on which the Registrar notifies the applicant of the refusal. [36/2014] (16) A person aggrieved by a decision of the Registrar — ( a ) refusing to approve an application under subsection (11); or ( b ) refusing an application under subsection (15)( a ) to extend the reservation period, may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final. [36/2014] (17) The reservation of a name under this section in respect of a foreign company does not in itself entitle the foreign company to be registered by that name, either originally or upon change of name. [36/2014]


