# legal_provisions

document_id: coa-1967
provision_ref: s7A
chapter: PART 1 - PRELIMINARY
section: 7A
title: Solvency statement and offence for making false statement
content:
7A. —(1) In this Act, unless the context otherwise requires, “solvency statement”, in relation to a proposed redemption of preference shares by a company out of its capital under section 70, a proposed giving of financial assistance by a company under section 76(9A) or (9B) or a proposed reduction by a company of its share capital under section 78B or 78C, means a statement by the directors of the company that they have formed the opinion — ( a ) that, as regards the company’s situation at the date of the statement, there is no ground on which the company could then be found to be unable to pay its debts; ( b ) where — (i) it is intended to commence winding up of the company within the period of 12 months immediately after the date of the statement, that the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or (ii) it is not intended so to commence winding up, that the company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of the statement; and ( c ) that the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed redemption, giving of financial assistance or reduction (as the case may be), become less than the value of its liabilities (including contingent liabilities), being a statement which complies with subsection (2). [36/2014] (2) The solvency statement — ( a ) if the company is exempt from audit requirements under section 205B or 205C, must be in the form of a written declaration signed by every director; or ( b ) if the company is not such a company, must be in the form of a written declaration signed by every director or must be accompanied by a report from its auditor that the auditor has inquired into the affairs of the 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 of the company must take into account all liabilities of the company (including contingent liabilities). (4) In determining, for the purposes of subsection (1)( c ), whether the value of the company’s assets is or will become less than the value of its liabilities (including contingent liabilities) the directors of the company — ( a ) must have regard to — (i) the most recent financial statements of the 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 company’s assets and the value of its 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 directors of a company may take into account — ( a ) the likelihood of the contingency occurring; and ( b ) any claim the company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability. (6) A director of a company who makes a solvency statement 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: s8
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 8
title: Administration of Act and appointment of Registrar of Companies, etc.
content:
8. —(1) The Authority is responsible for the administration of this Act, subject to the general or special directions of the Minister. (1A) The Minister may, after consultation with the Authority — ( a ) appoint an officer of the Authority to be the Registrar of Companies; and ( b ) from among the officers of the Authority, public officers and the officers of any other statutory board, appoint such number of Deputy Registrars and Assistant Registrars of Companies as the Minister considers necessary, for the proper administration of this Act. (1B) The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of the Registrar’s powers, functions or duties under this Act, and the Registrar must give effect to such directions. (2) Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed, anything by this Act appointed or authorised or required to be done or signed by the Registrar may be done or signed by any such Deputy or Assistant Registrar and is as valid and effectual as if done or signed by the Registrar. (3) No person dealing with any Deputy or Assistant Registrar needs to be concerned to see or inquire whether any restrictions or limitations have been prescribed, and every act or omission of a Deputy or Assistant Registrar so far as it affects any such person is as valid and effectual as if done or omitted by the Registrar. Certain signatures to be judicially noticed (4) All courts, judges and persons acting judicially are to take judicial notice of the seal and signature of the Registrar and of any Deputy or Assistant Registrar. (5) [ Deleted by Act 36 of 2014 ] (6) [ Deleted by Act 36 of 2014 ] (6A) [ Deleted by Act 36 of 2014 ] (7) The Minister may, by notification in the Gazette , add to, vary or amend — ( a ) the Twelfth Schedule in relation to the contents of the directors’ statement which is required to accompany the financial statements under section 201(16); ( b ) the Thirteenth Schedule in relation to the criteria for determining whether a company is a small company for the purposes of section 205C; ( c ) the Fourteenth Schedule in relation to the list of companies to which Part 11A does not apply; ( d ) the Fifteenth Schedule in relation to the list of foreign companies registered under Division 2 of Part 11 to which Part 11A does not apply; and ( e ) the Sixteenth Schedule in relation to the meanings of “significant control” and “significant interest”. [36/2014; 15/2017]


document_id: coa-1967
provision_ref: s8A
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 8A
title: Inspection of books of corporation
content:
8A. —(1) Where the Minister is satisfied that there is good reason for so doing, the Minister may at any time — ( a ) give directions to a corporation requiring that corporation at such place and time as may be specified in the directions to produce such books relating to the affairs of a corporation as may be so specified; or ( b ) authorise any person (called in this section and section 8B an authorised person), on producing (if required to do so) evidence of his or her authority, to require that corporation to produce to him or her any books relating to the affairs of a corporation which the authorised person may specify. (2) Where by virtue of subsection (1) the Minister or an authorised person has power to require the production of any books from a corporation relating to the affairs of a corporation, the Minister or that authorised person has the like power to require production of those books from any person who appears to the Minister or authorised person to be in possession of them; but where any such person claims a lien on any books produced by the person, the production is without prejudice to the lien. (3) Any power conferred by this section to require a corporation or other person to produce books relating to the affairs of a corporation includes power — ( a ) if the books are produced — (i) to make copies of, or take extracts from, them; and (ii) to require that person who is a present or past officer of, or who is or was at any time employed by the corporation to provide an explanation of any of them; and ( b ) if the books are not produced, to require the person required to produce them to state, to the best of the person’s knowledge and belief, where they are. (4) A statement made by a person in compliance with a requirement imposed by this section may be used in evidence against the person. (5) A power conferred by this section to make a requirement of a person extends, if the person is a body corporate (including a body corporate that is in the course of being wound up) or was a body corporate (being a body corporate that has been dissolved) to making that requirement of any person who is or has been an officer of the body corporate. (6) If a requirement to produce books relating to the affairs of a corporation or provide an explanation or make a statement which is imposed by virtue of this section is not complied with, the corporation or other person on whom the requirement was imposed shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both. (7) Where a person is charged with an offence under subsection (6) in respect of a requirement to produce any books relating to the affairs of a corporation, it is a defence to prove that they were not in the person’s possession or under the person’s control or that it was not reasonably practicable for the person to comply with the requirement. (8) A person, who in purported compliance with a requirement imposed by this section, provides an explanation or statement which the person knows to be false or misleading in a material particular or recklessly provides or makes an explanation or a statement which is false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years or to both.


document_id: coa-1967
provision_ref: s8B
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 8B
title: Power of Magistrate to issue warrant to seize books
content:
8B. —(1) If a Magistrate is satisfied, on information on oath or affirmation laid by an authorised person, that there are reasonable grounds for suspecting that there are on any premises any books of which production has been required by virtue of section 8A and which have not been produced in compliance with that requirement, the Magistrate may issue a warrant authorising any police officer, together with any other persons named in the warrant, to enter the premises specified in the information (using such force as is reasonably necessary for the purpose) and to search the premises and take possession of any books appearing to be such books or papers as are referred to in this subsection, or to take, in relation to any books so appearing, any other steps which may appear necessary for preserving them and preventing interference with them and to deliver any books, possession of which is so taken, to an authorised person. (2) Every warrant issued under this section continues in force until the end of the period of one month after the date on which it was issued. (3) Where under this section a person takes possession of, or secures against interference, any books, and a person has a lien on the books, the taking of possession of the books or the securing of the books against interference does not prejudice the lien. (4) Where, under this section, a person takes possession of, or secures against interference, any books, that person or any authorised person to whose possession the books were delivered — ( a ) may make copies of, or take extracts from, the books; ( b ) may require any person who was party to the compilation of the books to make a statement providing any explanation that that person is able to provide as to any matter relating to the compilation of the books or as to any matter to which the books relate; ( c ) may retain possession of the books for such period as is necessary to enable the books to be inspected, and copies of, or extracts from, the books to be made or taken, by or on behalf of the Minister; and ( d ) during that period must permit a person who would be entitled to inspect any one or more of those books if they were not in the possession of the firstmentioned person to inspect at all reasonable times such of those books as that person would be so entitled to inspect. (5) A person who obstructs the exercise of a right of entry or search conferred by virtue of a warrant issued under this section, or who obstructs the exercise of a right so conferred to take possession of any books, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both. (6) The powers conferred by this section are in addition to, and not in derogation of, any other power conferred by law.


document_id: coa-1967
provision_ref: s8C
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 8C
title: Copies of or extracts from books to be admitted in evidence
content:
8C. —(1) Subject to this section, in any legal proceedings, whether proceedings under this Act or otherwise, a copy of or extract from a book relating to the affairs of a corporation is admissible in evidence as if it were the original book or the relevant part of the original book. (2) A copy of or extract from a book is not admissible in evidence under subsection (1) unless it is proved that the copy or extract is a true copy of the book or of the relevant part of the book. (3) For the purposes of subsection (2), evidence that a copy of or extract from a book is a true copy of the book or of a part of the book may be given by a person who has compared the copy or extract with the book or the relevant part of the book and may be given either orally or by an affidavit sworn, or by a declaration made, before a person authorised to take affidavits or statutory declarations.


document_id: coa-1967
provision_ref: s8D
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 8D
title: Destruction, mutilation, etc., of company documents
content:
8D. —(1) An officer of a corporation to which section 8A(1) applies, who destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting or relating to the property or affairs of the corporation, or makes or is privy to the making of a false entry in such a document, shall, unless the officer proves that he or she had no intention to conceal the affairs of the corporation or to defeat the law, be guilty of an offence. (2) A person to whom subsection (1) applies who fraudulently either parts with, alters or makes an omission in any such document, or who is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, shall be guilty of an offence. (3) A person guilty of an offence under this section 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. (4) In this section, “officer of a corporation” includes a person who — ( a ) was at any time an officer of the corporation; or ( b ) has, or had, a financial or other interest in the affairs of the corporation.


document_id: coa-1967
provision_ref: s8E
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 8E
title: Saving for advocates and solicitors
content:
8E. Nothing in sections 8A and 8B compels the production by an advocate and solicitor of a document containing a privileged communication made by or to him or her in that capacity or authorises the taking of possession of any such document which is in his or her possession but if the advocate and solicitor refuses to produce the document he or she is nevertheless obliged to give the name and address (if he or she knows them) of the person to whom or by or on behalf of whom the communication was made.


document_id: coa-1967
provision_ref: s8F
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 8F
title: Investigation of certain matters
content:
8F. Without limiting the powers conferred upon the Minister under section 8A, where the Minister has reason to suspect that a person has committed an offence under this Act, the Minister may make such investigation as he or she thinks expedient for the due administration of this Act.


document_id: coa-1967
provision_ref: s8G
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 8G
title: Saving for banks, insurance companies and certain financial institutions
content:
8G. Nothing in section 8A authorises the Minister to call for the production of books of a banking corporation or of any company carrying on insurance business or of any financial institution that is subject to control by the Monetary Authority of Singapore under sections 3 and 4 of the Financial Services and Markets Act 2022 and nothing in section 8F authorises the Minister to conduct an investigation into any such corporation, company or financial institution. [Act 18 of 2022 wef 28/04/2023]


document_id: coa-1967
provision_ref: s8H
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 8H
title: Security of information
content:
8H. —(1) No information or document relating to the affairs of a corporation which has been obtained under section 8A or 8B may, without the previous consent in writing of that corporation, be published or disclosed, except to the Minister, the Registrar of Companies and their officers or to an inspector appointed under Part 9, unless the publication or disclosure is required — ( a ) with a view to the institution of or otherwise for the purposes of, any criminal proceedings pursuant to, or arising out of this Act or any criminal proceedings for an offence entailing misconduct in connection with the management of the corporation’s affairs or misapplication or wrongful retention of its property; ( b ) for the purpose of complying with any requirement or exercising any power imposed or conferred by this Act in connection with reports made by inspectors appointed under Part 9; ( c ) with a view to the institution by the Minister of proceedings for the winding up of companies under this Act of the corporation; or ( d ) for the purpose of proceedings under section 8A or 8B. (2) A person who publishes or discloses any information or document in contravention of this section 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. 9. [ Repealed by Act 40 of 2018 ]


document_id: coa-1967
provision_ref: s10
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 10
title: Company auditors
content:
10. —(1) No person other than an accounting entity may — ( a ) knowingly consent to be appointed as auditor for a company; or ( b ) knowingly act as an auditor for a company. [36/2014] (2) Without limiting subsection (1)( b ), a person acts as an auditor for a company if the person prepares any report required by this Act to be prepared by an auditor of the company. [36/2014] (3) No company or person may appoint an accounting entity as an auditor of a company without obtaining the accounting entity’s prior consent. [36/2014] (4) For the purposes of subsection (3), the consent — ( a ) of a public accountant must be in writing signed by the public accountant; ( b ) of an accounting firm, or an accounting limited liability partnership, must be in writing signed by at least one partner of the firm or limited liability partnership; and ( c ) of an accounting corporation must be in writing signed by at least one director of the corporation. [36/2014] (5) Where an accounting firm is appointed as auditor of the company in the name of the accounting firm, the appointment takes effect and operates as if the partners of the firm at the time of the appointment, who are public accountants at that time, are appointed as auditors of the company. [36/2014] (6) Where an accounting corporation is appointed as auditor of the company in the name of the corporation, the appointment takes effect and operates as if — ( a ) the directors of the corporation who are practising as public accountants in the corporation (whether directors at the time the accounting corporation was appointed as auditor or later); and ( b ) the employees of the corporation who are practising as public accountants in the corporation (whether employed at the time the accounting corporation was appointed as auditor or later), are appointed as auditors of the company. [36/2014] 11. [ Repealed by Act 40 of 2018 ]


document_id: coa-1967
provision_ref: s12
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 12
title: Registers
content:
12. —(1) The Registrar is, subject to this Act, to keep such registers as the Registrar considers necessary in such form as he or she thinks fit. (2) Any person may, on payment of the prescribed fee — ( a ) inspect any document, or if there is a microfilm of any such document, that microfilm, filed or lodged with the Registrar; ( b ) subject to subsection (2AA), require a copy of the notice of incorporation of a company, any certificate issued under this Act, any document or extract from any document kept by the Registrar to be given or certified by the Registrar; ( c ) inspect any register of directors, chief executive officers, secretaries or auditors kept by the Registrar under section 173(1) or require a copy of or an extract from any such register; or ( d ) inspect the register of members of any private company kept by the Registrar under section 196A or require a copy of or an extract from any such register. [36/2014] (2AA) A certificate of confirmation of incorporation mentioned in section 17(9) or 19(7) may only be issued to the company upon an application made in accordance with those provisions. [36/2014] (2AB) Subsection (2)( a ) and ( b ) does not apply to any document prescribed as an excluded document for the purposes of this subsection. [Act 21 of 2024 wef 09/12/2024] (2AC) Where a document is submitted on or after the date of commencement of section 28 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system, the references to the document in subsection (2)( a ) and ( b ) exclude the following entries in the form: ( a ) a means of notification provided by a person for the purposes of section 28A(1)( b ) of the Accounting and Corporate Regulatory Authority Act 2004; ( b ) an individual’s date of birth obtained under this Act or section 28(1A) of the Accounting and Corporate Regulatory Authority Act 2004; ( c ) any other prescribed information. [Act 21 of 2024 wef 09/12/2024] (2A) Subsection (2)( a ), ( b ) and ( d ) does not apply to such exempt private company that is wholly owned by the Government as the Minister may, by notification in the Gazette , specify where the Minister considers that it would not be in the public interest for — ( a ) any document relating to any such company maintained by the Registrar in whatever form to be inspected by any member of the public; and ( b ) any certificate or copy of or extract from any document relating to any such company to be given or certified to any member of the public. [36/2014] (2B) Despite the cancellation of any notification mentioned in subsection (2A) in respect of a company, subsection (2)( a ), ( b ) and ( d ) does not apply to any document or certificate relating to that company that is filed or lodged with the Registrar, or issued under the Act, before the date of such cancellation, whether or not that company remains an exempt private company wholly owned by the Government, and whether or not it has been wound up. [36/2014] (2C) Despite subsection (2), a director, chief executive officer, secretary, auditor or member of a company may, without charge — ( a ) inspect the register of directors, register of chief executive officers, register of secretaries and register of auditors of that company kept by the Registrar under section 173(1); or ( b ) obtain from the Registrar a copy of or an extract from the register of directors, register of chief executive officers, register of secretaries and register of auditors of that company kept by the Registrar under section 173(1). [36/2014] (2D) Despite subsection (2), a director, chief executive officer, secretary, auditor or member of a private company may, without charge — ( a ) inspect the register of members of that company kept by the Registrar under section 196A; or ( b ) obtain from the Registrar a copy of or an extract from the register of members of that company kept by the Registrar under section 196A. [36/2014] Evidentiary value of copies certified by Registrar (3) A copy of or an extract from any document (including a copy produced by way of microfilm) filed or lodged with the Registrar using a non‑electronic medium that is certified to be a true copy or extract by the Registrar is in any proceedings admissible in evidence as of equal validity with the original document. [36/2014] Evidence of statutory requirements (4) In any legal proceedings, a certificate issued by the Registrar that a requirement of this Act specified in the certificate — ( a ) had or had not been complied with at a date or within a period specified in the certificate; or ( b ) had been complied with upon a date specified in the certificate but not before that date, shall be received as prima facie evidence of the matters specified in the certificate. [36/2014] Registrar may refuse to register or receive document (5) If the Registrar is of the opinion that any document submitted to him or her — ( a ) contains any matter contrary to law; ( b ) by reason of any omission or misdescription has not been duly completed; ( c ) does not comply with the requirements of this Act; or ( d ) contains any error, alteration or erasure, he or she may refuse to register or receive the document and request that the document be appropriately amended or completed and resubmitted or that a fresh document be submitted in its place. Destruction or transfer of old records (6) If the Registrar is of the opinion that it is no longer necessary or desirable to retain any document lodged, filed or registered with the Registrar and which has been microfilmed or converted to electronic form, the Registrar may — ( a ) destroy the document with the authorisation of the National Library Board under section 17 of the National Library Board Act 1995; or ( b ) transfer the document to the National Archives of Singapore under section 16 of that Act. [36/2014] (7) In subsection (3), “non‑electronic medium” means a medium other than the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004. [36/2014]


document_id: coa-1967
provision_ref: s12A
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 12A
title: Electronic transaction system
content:
12A. —(1) The Registrar may — ( a ) require or permit any person to carry out any transaction with the Registrar under this Act; and ( b ) issue any approval, certificate, notice, determination or other document pursuant or connected to a transaction mentioned in paragraph ( a ), using the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004. [36/2014] (2) If the Registrar is satisfied that a transaction should be treated as having been carried out at some date and time earlier than the date and time which is reflected in the electronic transaction system, the Registrar may cause the electronic transaction system and the registers kept by the Registrar to reflect such earlier date and time. [36/2014] (3) The Registrar must keep a record whenever the electronic transaction system or the registers are altered under subsection (2). [36/2014] (4) In this section — “document” includes any application, form, report, certification, notice, confirmation, declaration, return or other document (whether in electronic form or otherwise) filed or lodged with, or submitted to, the Registrar; “transaction”, in relation to the Registrar, means — ( a ) the filing or lodging of any document with the Registrar, or the submission, production, delivery, furnishing or sending of any document to the Registrar; ( b ) any making of any application, submission or request to the Registrar; ( c ) any provision of any undertaking or declaration to the Registrar; and ( d ) any extraction, retrieval or accessing of any document, record or information maintained by the Registrar. [36/2014]


document_id: coa-1967
provision_ref: s12B
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 12B
title: Rectification by Court
content:
12B. —(1) Where it appears to the Court, as a result of evidence adduced before it by an applicant company, that any particular recorded in a register is erroneous or defective, the Court may, by order, direct the Registrar to rectify the register on such terms and conditions as seem to the Court just and expedient, as are specified in the order and the Registrar must, upon receipt of the order, rectify the register accordingly. [36/2014; 40/2019] (2) An order of the Court made under subsection (1) may require that a fresh document, showing the rectification, must be filed by the applicant company with the Registrar together with a copy of the Court order, and a copy of the Court application.


document_id: coa-1967
provision_ref: s12C
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 12C
title: Rectification by Registrar on application
content:
12C. —(1) Despite section 12B, an officer of a company may notify the Registrar in the prescribed form of — ( a ) any error contained in any document relating to the company filed or lodged with the Registrar; or ( b ) any error in the filing or lodgment of any document relating to the company with the Registrar. [36/2014] (2) The Registrar may, upon receipt of any notification referred to in subsection (1) and if satisfied that — ( a ) the error referred to in subsection (1)( a ) is typographical or clerical in nature; or ( b ) the error referred to in subsection (1)( b ) is, in the Registrar’s opinion, unintended and does not prejudice any person, rectify the register accordingly. [36/2014] (3) In rectifying the register under subsection (2), the Registrar must not expunge any document from the register. [36/2014] (4) The decision made by the Registrar on whether to rectify the register under subsection (2) is final. [36/2014]


document_id: coa-1967
provision_ref: s12D
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 12D
title: Rectification or updating on Registrar’s initiative
content:
12D. —(1) The Registrar may rectify or update any particulars or document in a register kept by him or her, if the Registrar is satisfied that — ( a ) there is a defect or error in the particulars or document arising from any grammatical, typographical or similar mistake; [Act 21 of 2024 wef 09/12/2024] ( aa ) the register is inaccurate in respect of the particulars or document, taking account of information given in, or in support of, a notice to the Registrar under section 173A(1) or 173E(1), (2) or (3); or [Act 21 of 2024 wef 09/12/2024] ( b ) there is evidence of a conflict between the particulars of a company or person and — (i) other information in the register relating to that company or person; or (ii) other information relating to that company or person obtained from such department or Ministry of the Government, or statutory body or other body corporate as may be prescribed, or the courts. [36/2014] [Act 21 of 2024 wef 09/12/2024] (1A) Subsections (2) to (5) do not apply where the Registrar rectifies or updates the register under subsection (1)( aa ). [Act 21 of 2024 wef 09/12/2024] (2) Before the Registrar rectifies or updates the register under subsection (1), the Registrar must, except under prescribed circumstances, give written notice to the company or person whose documents or particulars are to be rectified or updated of the Registrar’s intention to do so, and state in the notice — ( a ) the reasons for and details of the proposed rectification or updating to be made to the register; and ( b ) the date by which any written objection to the proposed rectification or updating must be delivered to the Registrar, being a date at least 30 days after the date of the notice. [36/2014] (3) The company or person notified under subsection (2) may deliver to the Registrar, not later than the date specified under subsection (2)( b ), a written objection to the proposed rectification or updating of the register. [36/2014] (4) The Registrar must not rectify or update the register if the Registrar receives a written objection under subsection (3) to the proposed rectification or updating by the date specified under subsection (2)( b ), unless the Registrar is satisfied that the objection is frivolous or vexatious or has been withdrawn. [36/2014] (5) The Registrar may rectify or update the register if the Registrar does not receive a written objection under subsection (3) by the date specified under subsection (2)( b ). [36/2014] (6) The Registrar may include such notation as the Registrar thinks fit on the register for the purposes of providing information relating to any error, defect or inaccuracy in any particulars or document in the register, and may remove such notation if the Registrar is satisfied that it no longer serves any useful purpose. [36/2014] [Act 21 of 2024 wef 09/12/2024] (7) Despite anything in this section, the Registrar may, if the Registrar is satisfied that there is any error, defect or inaccuracy in any particulars or document in a register, by written notice, request that the company to which the particulars or document relate, or its officers take such steps within such time as the Registrar may specify to ensure that the error, defect or inaccuracy is rectified. [36/2014] [Act 21 of 2024 wef 09/12/2024]


document_id: coa-1967
provision_ref: s12E
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 12E
title: Exclusion of residential address from public inspection or access if contact address is available
content:
12E. —(1) The Registrar must cause — ( a ) the residential address of a director, chief executive officer or secretary contained in the register of directors, register of chief executive officers or register of secretaries (as the case may be) kept by the Registrar under section 173(1) to be excluded from public inspection or access under section 12(2)( c ); and ( b ) the residential address of a member of a private company (who is an individual) contained in the electronic register of members kept by the Registrar under section 196A to be excluded from public inspection or access under section 12(2)( d ). (2) Where, pursuant to subsection (1) or (3), the residential address of a director, chief executive officer or secretary of a company or a member of a private company mentioned in subsection (1) (called in this section and section 12F the individual) is excluded from public inspection or access under section 12(2)( c ) or ( d ) (as the case may be), the Registrar may cause the residential address to cease to be excluded from such public inspection or access in accordance with section 12F. (3) Where, pursuant to subsection (2), the individual’s residential address has ceased to be excluded from public inspection or access under section 12(2)( c ) or ( d ) (as the case may be), the Registrar must cause the exclusion from public inspection or access to resume if — ( a ) subject to section 12F(8) and the equivalent provisions in other ACRA administered Acts, notice of a change in the individual’s contact address is lodged under any ACRA administered Act; or ( b ) the Court so directs on an appeal under section 12F(7). (4) Where — ( a ) a document is filed or lodged with the Registrar under this Act by submitting a form on the electronic transaction system on or after the date of commencement of section 30 of the ACRA (Registry and Regulatory Enhancements) Act 2024; and ( b ) an individual’s residential address is entered in that form, the Registrar must cause the individual’s residential address to be excluded from public inspection or access in respect of that document under section 12(2)( a ) or ( b ). [Act 21 of 2024 wef 09/12/2024]


document_id: coa-1967
provision_ref: s12F
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 12F
title: Cessation of exclusion of residential address from public inspection or access
content:
12F. —(1) For the purposes of section 12E(2), the grounds for causing the individual’s residential address to cease to be excluded from public inspection or access under section 12(2)( c ) or ( d ) (as the case may be) are either that — ( a ) communications sent by the Registrar under this Act, or by any officer of the Authority under any ACRA administered Act, to the individual at his or her contact address and requiring a response within a specified period remain unanswered; or ( b ) there is evidence to show that service of any document under this Act or under any ACRA administered Act at the individual’s contact address is not effective to bring it to the notice of the individual. (2) Before causing the individual’s residential address to cease to be excluded from public inspection or access pursuant to section 12E(2), the Registrar must give a notice under subsection (3) to — ( a ) the individual; ( b ) every company of which the Registrar has been notified under this Act that the individual is a director, chief executive officer or secretary; and ( c ) every private company of which the Registrar has been notified under this Act that the individual is a member. (3) The notice mentioned in subsection (2) must — ( a ) state the grounds under subsection (1) on which the Registrar intends to cease the exclusion of the individual’s residential address; and ( b ) specify the period within which representations may be made to the Registrar. (4) The Registrar must consider the representations (if any) given in response to the notice mentioned in subsection (2) and received within the period specified by the Registrar under subsection (3)( b ). (5) If the Registrar decides to cause the individual’s residential address to cease being excluded from public inspection or access, the Registrar must before doing so give notice of the decision to — ( a ) the individual; and ( b ) every company mentioned in subsection (2)( b ) and ( c ). (6) A notice to the individual under subsection (2) or (5) must be sent to the individual’s residential address unless it appears to the Registrar that service at that address may be ineffective to bring it to the individual’s notice, in which case it may be sent to any other last known address of that individual. (7) Any individual aggrieved by the decision of the Registrar under section 12E(2) may, within 30 days after the date of receiving the notice under subsection (5), appeal to the Court which may confirm or reverse the Registrar’s decision and make any directions in the matter. (8) The individual is not allowed to provide a contact address within 3 years after the Registrar causes the individual’s residential address to cease to be excluded from public inspection or access under section 12(2)( c ) or ( d ) pursuant to section 12E(2), unless the Registrar is satisfied that there is good cause for allowing the individual to do so in a particular case. (9) Subject to subsection (8), where an individual provides a new contact address under any ACRA administered Act, the Registrar must replace the individual’s contact address contained in each register kept by the Registrar under section 12(1) with the new contact address. [Act 21 of 2024 wef 09/12/2024]


document_id: coa-1967
provision_ref: s13
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 13
title: Enforcement of duty to make returns
content:
13. —(1) If a corporation or person, having made default in complying with — ( a ) any provision of this Act or of any other law (other than the Insolvency, Restructuring and Dissolution Act 2018) which requires the filing or lodging in any manner with the Registrar of any return, account or other document or the giving of notice to the Registrar of any matter; ( b ) any request of the Registrar to amend or complete and resubmit any document or to submit a fresh document; or ( c ) any request of the Registrar under section 12D(7) to rectify any error, defect or inaccuracy in any particulars or document in the register, fails to make good the default within 14 days after the service on the corporation or person of a notice requiring it to be done, the Court may, on an application by any member or creditor of the corporation or by the Registrar, make an order directing the corporation and any officer of the corporation or such person to make good the default within such time as is specified in the order. [36/2014; 40/2018] [Act 21 of 2024 wef 09/12/2024] (2) Any such order may provide that all costs of and incidental to the application must be borne by the corporation or by any officer of the corporation responsible for the default or by such person. (3) Nothing in this section limits the operation of any written law imposing penalties on a corporation or its officers or such person in respect of any such default.


document_id: coa-1967
provision_ref: s14
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 14
title: Relodging of lost registered documents
content:
14. —(1) If in the case of any corporation incorporated or registered under this Act or any corresponding previous written law the constitution or any other document relating to the corporation filed or lodged with the Registrar has been lost or destroyed, the corporation may apply to the Registrar for permission to lodge a copy of the document as originally filed or lodged. [36/2014] [Act 25 of 2021 wef 01/04/2022] (2) On such application being made the Registrar may direct notice thereof to be given to such persons and in such manner as the Registrar thinks fit. (3) The Registrar upon being satisfied — ( a ) that the original document has been lost or destroyed; ( b ) of the date of the filing or lodging thereof with the Registrar; and ( c ) that a copy of such document produced to the Registrar is a correct copy, may certify upon that copy that the Registrar is so satisfied and direct that that copy be lodged in the manner required by law in respect of the original. (4) Upon the lodgment, that copy for all purposes has, from such date as is mentioned in the certificate as the date of the filing or lodging of the original with the Registrar, the same force and effect as the original. (5) The Court may, by order upon application by any person aggrieved and after notice to any other person whom the Court directs, confirm, vary or rescind the certificate and the order may be lodged with the Registrar and must be registered by the Registrar, but no payments, contracts, dealings, acts and things made, had or done in good faith before the registration of such order and upon the faith of and in reliance upon the certificate are invalidated or affected by such variation or rescission. (6) No fee is payable upon the lodging of a document under this section.


document_id: coa-1967
provision_ref: s15
chapter: PART 2 - ADMINISTRATION OF THIS ACT
section: 15
title: Size, durability and legibility of documents delivered to Registrar
content:
15. —(1) For the purposes of securing that the documents delivered to the Registrar under the provisions of this Act are of a standard size, durable and easily legible, the Minister may by regulations prescribe such requirements (whether as to size, weight, quality or colour of paper, size, type or colour of lettering, or otherwise) as the Minister may consider appropriate; and different requirements may be so prescribed for different documents or classes of documents. (2) If under any such provision there is delivered to the Registrar a document (whether an original document or a copy) which in the opinion of the Registrar does not comply with such requirements prescribed under this section as are applicable to it, the Registrar may serve on any person by whom under that provision the document was required to be delivered (or, if there are 2 or more such persons, may serve on any of them) a notice stating the Registrar’s opinion to that effect and indicating the requirements so prescribed with which in the Registrar’s opinion the document does not comply. (3) Where the Registrar serves a notice under subsection (2) with respect to a document delivered under any such provision, then, for the purposes of any written law which enables a penalty to be imposed in respect of any omission to deliver to the Registrar a document required to be delivered under that provision (and, in particular, for the purposes of any such law whereby such a penalty may be imposed by reference to each day during which the omission continues) — ( a ) any duty imposed by that provision to deliver such a document to the Registrar is to be treated as not having been discharged by the delivery of that document; but ( b ) no account is to be taken of any days falling within the period mentioned in subsection (4). (4) The period referred to in subsection (3)( b ) is the period beginning on the day on which the document was delivered to the Registrar as mentioned in subsection (2) and ending on the 14th day after the date of service of the notice under subsection (2) by virtue of which subsection (3) applies. (5) In this section, any reference to delivering a document is to be construed as including a reference to sending, forwarding, producing or (in the case of a notice) giving it. 16. [ Repealed by Act 36 of 2014 ] 16A. [ Repealed by Act 36 of 2014 ]


document_id: coa-1967
provision_ref: s17
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 17
title: Formation of companies
content:
17. —(1) Subject to the provisions of this Act, any person may, whether alone or together with another person, by subscribing the person’s name or their names to a constitution and complying with the requirements as to registration, form an incorporated company. [36/2014] (2) A company may be — ( a ) a company limited by shares; ( b ) a company limited by guarantee; or ( c ) an unlimited company. (3) No company, association or partnership consisting of more than 20 persons may be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed pursuant to some other written law in Singapore or letters patent. (4) So much of subsection (3) as prohibits the formation of an association or a partnership consisting of more than 20 persons does not apply to an association or a partnership formed solely or mainly for the purpose of carrying on any profession or calling which under the provisions of any written law may be exercised only by persons who possess the qualifications laid down in such written law for the purpose of carrying on that profession or calling. (5) As from 15 August 1984, no company limited by guarantee with a share capital may be registered under this Act. (6) The prohibition referred to in subsection (5) does not affect a company limited by guarantee which has a share capital and is registered as such before 15 August 1984 and section 38(2) continues to apply to a company so registered; but any such company must, within 2 years of that date, elect to convert and re‑register that company either as a company limited by shares or as a company limited by guarantee. (7) The conversion of a company referred to in subsection (6) is effected by lodging with the Registrar a special resolution determining the conversion of the company from a company limited by guarantee with a share capital to a company limited by shares or to a company limited by guarantee (as the case may be) and altering its constitution to the extent that is necessary to bring them into conformity with the requirements of this Act relating to the constitution of a company limited by shares or of a company limited by guarantee, as the case may be. [36/2014] (8) On compliance by a company with subsection (7) and on the issue by the Registrar of a notice of incorporation of the company in accordance with the special resolution, the company becomes a company limited by shares or a company limited by guarantee, as the case may be. (9) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation. [36/2014]


document_id: coa-1967
provision_ref: s18
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 18
title: Private company
content:
18. —(1) A company having a share capital may be incorporated as a private company if its constitution — ( a ) restricts the right to transfer its shares; and ( b ) limits to not more than 50 the number of its members (counting joint holders of shares as one person and not counting any person in the employment of the company or of its subsidiary or any person who while previously in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company). [36/2014] (2) Where, on 29 December 1967, the constitution of a company that is a private company by virtue of paragraph ( a ) of the definition of “private company” in section 4(1) does not contain the restrictions and limitations required by subsection (1) to be included in the constitution of a company that may be incorporated as a private company, the constitution of the company is deemed to include each such restriction or limitation that is not so included and a restriction on the right to transfer its shares that is so deemed to be included in its constitution is deemed to be a restriction that prohibits the transfer of shares except to a person approved by the directors of the company. [36/2014] (3) Where a restriction or limitation deemed to be included in the constitution of a company under subsection (2) is inconsistent with any provision already included in the constitution of the company, that restriction or limitation, to the extent of the inconsistency, prevails. [36/2014] (4) A private company may, by special resolution, alter any restriction on the right to transfer its shares included, or deemed to be included, in its constitution or any limitation on the number of its members included, or deemed to be included, in its constitution, but not so that the constitution of the company ceases to include the limitation required by subsection (1)( b ) to be included in the constitution of a company that may be incorporated as a private company. [36/2014]


document_id: coa-1967
provision_ref: s19
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 19
title: Registration and incorporation
content:
19. —(1) A person desiring the incorporation of a company must — ( a ) submit to the Registrar the constitution of the proposed company and such other documents as may be prescribed; ( b ) furnish the Registrar with the last day of the proposed company’s first financial year and such other information as may be prescribed; and ( c ) pay the Registrar the prescribed fee. [36/2014; 15/2017] (2) Either — ( a ) a registered qualified individual engaged in the formation of the proposed company; or ( b ) a person named in the constitution as a director or the secretary of the proposed company, must make a declaration to the Registrar that — ( c ) all of the requirements of this Act relating to the formation of the company have been complied with; and ( d ) he or she has verified the identities of the subscribers to the constitution, and of the persons named in the constitution as officers of the proposed company, and the Registrar may accept such declaration as sufficient evidence of those matters. [36/2014] (3) Upon receipt of the documents, information and payment referred to in subsection (1) and declaration mentioned in subsection (2), the Registrar must, subject to this Act, register the company by registering its constitution. [36/2014] Notice of incorporation (4) On the registration of the constitution the Registrar must issue in the prescribed manner a notice of incorporation in the prescribed form stating that the company is, on and from the date specified in the notice, incorporated, and that the company is — ( a ) a company limited by shares; ( b ) a company limited by guarantee; or ( c ) an unlimited company, as the case may be, and where applicable, that it is a private company. [36/2014] Effect of incorporation (5) On and from the date of incorporation specified in the notice issued under subsection (4) but subject to this Act, the subscribers to the constitution, together with such other persons as may from time to time become members of the company, are a body corporate by the name contained in the constitution capable immediately of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act. [36/2014; 15/2017] Members of company (6) The subscribers to the constitution are deemed to have agreed to become members of the company and on the incorporation of the company must be entered as members — ( a ) in the case of a public company — in the register of members kept by the public company under section 190; or ( b ) in the case of a private company — in the electronic register of members kept by the Registrar under section 196A. [36/2014] (6A) Apart from the subscribers mentioned in subsection (6), every other person who agrees to become a member of a company and whose name is entered — ( a ) in the case of a public company — in the register of members kept by the public company under section 190; or ( b ) in the case of a private company — in the electronic register of members kept by the Registrar under section 196A, is a member of the company. [36/2014] (7) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation. [36/2014]


document_id: coa-1967
provision_ref: s20
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 20
title: Power to refuse registration
content:
20. —(1) Without affecting the powers of the Registrar under section 12(5), where a constitution is delivered for registration under section 19, the Registrar must not register the constitution unless the Registrar is satisfied that all the requirements of this Act in respect of the registration and of all matters precedent and incidental thereto have been complied with. [36/2014] (2) Despite anything in this Act or any rule of law, the Registrar must refuse to register the constitution of a proposed company where the Registrar is satisfied that — ( a ) the proposed 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 proposed company to be registered. [36/2014] (3) Any person aggrieved by the decision of the Registrar under subsection (2) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final.


document_id: coa-1967
provision_ref: s21
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 21
title: Membership of holding company
content:
21. —(1) A corporation cannot be a member of a company which is its holding company, and any allotment or transfer of shares in a company to its subsidiary is void. (1A) Subsection (1), insofar as it provides that any transfer of shares in contravention of it is void, does not apply to a disposition of book‑entry securities, but a Court, on being satisfied that a disposition of book‑entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1). [36/2014] (2) Subsection (1) does not apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money. (3) This section does not prevent a subsidiary which, on 29 December 1967, is a member of its holding company, from continuing to be a member but, subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof. (4) This section does not prevent a subsidiary from continuing to be a member of its holding company if, at the time when it becomes a subsidiary of the holding company, it already holds shares in that holding company, but — ( a ) subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof; and ( b ) subject to subsections (4A) and (4B), the subsidiary must, within the period of 12 months or such longer period as the Court may allow after becoming the subsidiary of its holding company, dispose of all of its shares in the holding company. [36/2014] (4A) To avoid doubt, subsection (4)( b ) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company. [36/2014] (4B) Any shares in the holding company that are not disposed of in accordance with subsection (4)( b ) may, subject to subsections (4C) and (6E), be held or continued to be held by the subsidiary. [36/2014] (4C) With respect to the shares referred to in subsection (4B) — ( a ) subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K apply with the necessary modifications, including the following modifications: (i) a reference to treasury shares is a reference to shares referred to in subsection (4B); (ii) a reference to a company holding treasury shares is a reference to a subsidiary holding shares referred to in subsection (4B); (iii) the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” is a reference to “as if they were already held by the subsidiary at the time they were allotted, in circumstances in which section 21(4) applied”; and ( b ) the holding company must, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (4B), lodge with the Registrar a notice in the prescribed form. [36/2014] (5) Subject to subsection (2), subsections (1), (3), (4), (4B), (6A) and (6C) apply in relation to a nominee for a corporation which is a subsidiary as if references in those subsections to such a corporation included references to a nominee for it. [36/2014] (6) This section does not operate to prevent the allotment of shares in a holding company to a subsidiary which already lawfully holds shares in the holding company if the allotment is made by way of capitalisation of reserves of the holding company and is made to all members of the holding company on a basis which is in direct proportion to the number of shares held by each member in the holding company. (6A) This section does not operate to prevent the transfer of shares in a holding company to a subsidiary by way of a distribution in specie, amalgamation or scheme of arrangement but — ( a ) subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof; and ( b ) subject to subsections (6B) and (6C), the subsidiary must, within the period of 12 months or such longer period as the Court may allow after the transfer to the subsidiary of the shares in the holding company, dispose of all of the shares in the holding company. [36/2014] (6B) To avoid doubt, subsection (6A)( b ) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company. [36/2014] (6C) Any shares in the holding company that are not disposed of in accordance with subsection (6A)( b ) may, subject to subsections (6D) and (6E), be held or continued to be held by the subsidiary. [36/2014] (6D) With respect to the shares referred to in subsection (6C) — ( a ) subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K apply with the necessary modifications, including the following modifications: (i) a reference to treasury shares is a reference to shares referred to in subsection (6C); (ii) a reference to a company holding treasury shares is a reference to a subsidiary holding shares referred to in subsection (6C); (iii) the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” is a reference to “as if they were transferred to the subsidiary at the time they were allotted, in circumstances in which section 21(6A) applied”; and ( b ) the holding company must, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (6C), lodge with the Registrar a notice in the prescribed form. [36/2014] (6E) With respect to any share referred to in subsection (4B) or (6C) — ( a ) where the holding company has shares of only one class, the aggregate number of shares held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, must not at any time exceed 10% of the total number of shares of the holding company at that time; ( b ) where the share capital of the holding company is divided into shares of different classes, the aggregate number of the shares of any class held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, must not at any time exceed 10% of the total number of the shares in that class of the holding company at that time; ( c ) where paragraph ( a ) or ( b ) is contravened, the holding company must dispose of or cancel the excess shares, or procure the disposal of the excess shares by its subsidiary, in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow; ( d ) where the subsidiary is a wholly‑owned subsidiary of the holding company, no dividend may be paid, and no other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C); and ( e ) where the subsidiary is not a wholly‑owned subsidiary of the holding company, a dividend may be paid and other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C). [36/2014] (6F) In subsection (6E)( c ), “excess shares” means such number of the shares, held by any subsidiary under subsection (4B) or (6C) or by the holding company as treasury shares at the time in question, as resulted in the limit referred to in subsection (6E)( a ) or ( b ) being exceeded. [36/2014] (6G) In sections 7(9)( ca ), 33(5A), 63A(1)( e ), 74(1A), 76B(3E), 78, 81(4), 164A(1), 176(1A), 177(1), 179(8), 184(4)( b )(i), 201A(4)( b ), 205B(6), 206(1)( b ), 215(1), (1C), (1D) and (3A) and 232(1)( a )(i) — ( a ) a reference to “treasury shares” includes a reference to shares held by a subsidiary under subsection (4B) or (6C); and ( b ) a reference to a company being registered as a member of itself or being a member of itself includes a reference to a subsidiary being registered as a member of its holding company. [36/2014; 40/2018] (7) Where but for this section a subsidiary would have been entitled to subscribe for shares in the holding company, the holding company may, on behalf of the subsidiary, sell the shares for which the subsidiary would otherwise have been entitled to subscribe. (8) In relation to a holding company that is a company limited by guarantee, the reference in this section to shares is to be read as including a reference to the interest of its members as such, whatever the form of that interest. (9) For the purposes of this section, a company must inform the Registrar of the occurrence of any of the following events by lodging a notice in the prescribed form within 14 days after the date of occurrence: ( a ) where a shareholder of a company that is a corporation becomes a subsidiary of the company; ( b ) where shares of the company are held by a subsidiary of the company and there is a change in the number of shares held by the subsidiary. [36/2014]


document_id: coa-1967
provision_ref: s22
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 22
title: Requirements as to constitution
content:
22. —(1) The constitution of every company must comply with such requirements as may be prescribed, must be dated and must state, in addition to other requirements — ( a ) the name of the company; ( b ) if the company is a company limited by shares — that the liability of the members is limited; ( c ) if the company is a company limited by guarantee — that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the company contracted before he or she ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount; ( d ) if the company is an unlimited company — that the liability of the members is unlimited; ( e ) if the company is an unlimited company or a company limited by guarantee — the number of members with which the company is applying to be registered; ( f ) the full names, addresses and occupations of the subscribers to the constitution of the company; and ( g ) that such subscribers are desirous of being formed into a company in pursuance of the constitution and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names. [36/2014] (1AA) Where a company to which subsection (1)( e ) applies changes the number of its members with which it is registered, the company must, within 14 days after the occurrence of such change, lodge with the Registrar a notice of the change in the prescribed form. [36/2014] (1AB) If default is made by a company in complying with subsection (1AA), 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 $2,000 and also to a default penalty. [36/2014] (1A) On 30 January 2006, any provision (or part thereof) then subsisting in the constitution of any company which states — ( a ) the amount of share capital with which the company proposes to be or is registered; or ( b ) the division of the share capital of the company into shares of a fixed amount, is, insofar as it relates to the matters referred to in either or both of paragraphs ( a ) and ( b ), deemed to be deleted. [36/2014] (2) Each subscriber to the constitution must, if the company is to have a share capital, make a declaration to the Registrar, either personally or through a registered qualified individual authorised by the subscriber, as to the number of shares (not being less than one) that the subscriber agrees to take. [36/2014] (3) A statement in the constitution of a company limited by shares that the liability of members is limited means that the liability of the members is limited to the amount (if any) unpaid on the shares respectively held by them. [36/2014] (4) A copy of the constitution, duly signed by the subscribers and stating, if the company is to have a share capital, the number of shares that each subscriber has agreed to take, must be kept at the registered office of the company. [36/2014] Division 2 &#x2014; Powers


document_id: coa-1967
provision_ref: s23
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 23
title: Capacity and powers of company
content:
23. —(1) Subject to the provisions of this Act and any other written law and its constitution, a company has — ( a ) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and ( b ) for the purposes of paragraph ( a ), full rights, powers and privileges. [36/2014] (1A) A company may have the objects of the company included in its constitution. [36/2014] (1B) The constitution of a company may contain a provision restricting its capacity, rights, powers or privileges. [36/2014] (2) [ Deleted by Act 17 of 2023 wef 01/07/2023 ] (3) [ Deleted by Act 17 of 2023 wef 01/07/2023 ] (4) [ Deleted by Act 17 of 2023 wef 01/07/2023 ] (5) [ Deleted by Act 17 of 2023 wef 01/07/2023 ]


document_id: coa-1967
provision_ref: s24
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 24
title: Power of company to provide for employees on cessation of business
content:
24. —(1) The powers of a company are, if they would not otherwise do so, deemed to include power to make provision, in connection with any cessation of the whole or any part of the business carried on by the company or any subsidiary of the company, for the benefit of persons employed or formerly employed by the company or its subsidiary. (2) Subsection (1) relates only to the capacity of a company as a body corporate and does not affect any provision in a company’s constitution requiring any exercise of the power mentioned in that subsection to be approved by the company in general meeting or otherwise prescribing the manner in which that power is to be exercised. [36/2014]


document_id: coa-1967
provision_ref: s25
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 25
title: Ultra vires transactions
content:
25. —(1) No act or purported act of a company (including the entering into of an agreement by the company and including any act done on behalf of a company by an officer or agent of the company under any purported authority, whether express or implied, of the company) and no conveyance or transfer of property, whether real or personal, to or by a company is invalid by reason only of the fact that the company was without capacity or power to do such act or to execute or take such conveyance or transfer. (2) Any such lack of capacity or power may be asserted or relied upon only in — ( a ) proceedings against the company by any member of the company or, where the company has issued debentures secured by a floating charge over all or any of the company’s property, by the holder of any of those debentures or the trustee for the holders of those debentures to restrain the doing of any act or acts or the conveyance or transfer of any property to or by the company; ( b ) any proceedings by the company or by any member of the company against the present or former officers of the company; or ( c ) any application by the Minister to wind up the company. (3) If the unauthorised act, conveyance or transfer sought to be restrained in any proceedings under subsection (2)( a ) is being or is to be performed or made pursuant to any contract to which the company is a party, the Court may, if all the parties to the contract are parties to the proceedings and if the Court considers it to be just and equitable, set aside and restrain the performance of the contract and may allow to the company or to the other parties to the contract (as the case requires) compensation for the loss or damage sustained by either of them which may result from the action of the Court in setting aside and restraining the performance of the contract but anticipated profits to be derived from the performance of the contract must not be awarded by the Court as a loss or damage sustained.


document_id: coa-1967
provision_ref: s25A
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 25A
title: No constructive notice
content:
25A. Despite anything in the constitution of a company, a person is not affected by, or deemed to have notice or knowledge of the contents of, the constitution of, or any other document relating to, the company merely because — ( a ) the constitution or document is registered by the Registrar; or ( b ) the constitution or document is available for inspection at the registered office of the company. [36/2014]


document_id: coa-1967
provision_ref: s25B
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 25B
title: Power of directors to bind company
content:
25B. —(1) In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company’s constitution. [36/2014] (2) For the purposes of subsection (1), a person dealing with a company — ( a ) is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so; and ( b ) is presumed to have acted in good faith unless the contrary is proved. [36/2014] (3) The references in subsection (1) or (2) to limitations on the directors’ powers under the company’s constitution include limitations deriving — ( a ) from a resolution of the company or of any class of shareholders; or ( b ) from any agreement between the members of the company or of any class of shareholders. [36/2014] (4) This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an action that is beyond the powers of the directors; but no such proceedings lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company. [36/2014] (5) This section does not affect any liability incurred by the directors, or any other person, by reason of the directors exceeding their powers. [36/2014] (6) This section has effect subject to section 25C. [36/2014]


document_id: coa-1967
provision_ref: s25C
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 25C
title: Constitutional limitations: transactions with directors or their associates
content:
25C. —(1) This section applies to a transaction if or to the extent that its validity depends on section 25B. [36/2014] (2) Nothing in this section is to be construed as excluding the operation of any other written law or rule of law by virtue of which the transaction may be called in question or any liability to the company may arise. [36/2014] (3) Where — ( a ) a company enters into such a transaction; and ( b ) the parties to the transaction include — (i) a director of the company or of its holding company; or (ii) a person connected with any such director, the transaction is voidable at the instance of the company. [36/2014] (4) Whether or not it is avoided, any such party to the transaction as is mentioned in subsection (3)( b )(i) or (ii), and any director of the company who authorised the transaction, is liable — ( a ) to account to the company for any gain the party or the director has made directly or indirectly by the transaction; and ( b ) to indemnify the company for any loss or damage resulting from the transaction. [36/2014] (5) The transaction ceases to be voidable if — ( a ) restitution of any money or other asset which was the subject matter of the transaction is no longer possible; ( b ) the company is indemnified for any loss or damage resulting from the transaction; ( c ) rights acquired bona fide for value and without actual notice of the directors exceeding their powers by a person who is not party to the transaction would be affected by the avoidance; or ( d ) the transaction is affirmed by the company. [36/2014] (6) A person other than a director of the company is not liable under subsection (4) if the person shows that at the time the transaction was entered into the person did not know that the directors were exceeding their powers. [36/2014] (7) Nothing in subsections (1) to (6) affects the rights of any party to the transaction not within subsection (3)( b )(i) or (ii); but the court may, on the application of the company or any such party, make an order affirming, severing or setting aside the transaction on such terms as appear to the court to be just. [36/2014] (8) In this section, “transaction” includes any act. [36/2014]


document_id: coa-1967
provision_ref: s25D
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 25D
title: Persons connected with director in section 25C
content:
25D. —(1) For the purposes of section 25C, a reference to a person connected with a director means — ( a ) a member of the director’s family; ( b ) a body corporate with which the director is connected within the meaning of subsection (2)( b ); ( c ) a person acting in the person’s capacity as trustee of a trust — (i) the beneficiaries of which include the director or a person who by virtue of paragraph ( a ) or ( b ) is connected with the director; or (ii) the terms of which confer a power on the trustees that may be exercised for the benefit of the director or any person mentioned in sub‑paragraph (i), other than a trust for the purposes of an employees’ share scheme or on a pension scheme; ( d ) a person acting in the person’s capacity as partner — (i) of the director; or (ii) of a person who, by virtue of paragraph ( a ), ( b ) or ( c ), is connected with that director; ( e ) a firm that is a legal person under the law by which it is governed and in which — (i) the director is a partner; (ii) a partner is a person who, by virtue of paragraph ( a ), ( b ) or ( c ), is connected with the director; or (iii) a partner is a firm in which the director is a partner or in which there is a partner who, by virtue of paragraph ( a ), ( b ) or ( c ), is connected with the director; and ( f ) a reference to a person connected with a director of a company does not include a person who is himself or herself a director of the company. [36/2014] (2) For the purposes of this section — ( a ) a member of a director’s family includes the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; ( b ) a director is connected with a body corporate if, and only if, the director and the persons connected with the director together — (i) are interested in at least 20% of the share capital of that body corporate; or (ii) are entitled to exercise or control, directly or indirectly, the exercise of more than 20% of the voting power at any general meeting of that body corporate; ( c ) a reference in paragraph ( b )(ii) to voting power the exercise of which is controlled by a director includes voting power whose exercise is controlled by a body corporate controlled by the director; ( d ) to avoid circularity in the application of subsection (1) — (i) a body corporate with which a director is connected is not treated for the purposes of this subsection as connected with the director unless it is also connected with the director by virtue of subsection (1)( c ) or ( d ); and (ii) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this subsection as connected with a director by reason only of that fact; and ( e ) “body corporate” includes a body incorporated outside Singapore, but does not include — (i) a corporation sole; or (ii) a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed. [36/2014]


document_id: coa-1967
provision_ref: s26
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 26
title: General provisions as to alteration of constitution
content:
26. —(1) Unless otherwise provided in this Act, the constitution of a company may be altered or added to by special resolution. [36/2014] (1AA) Any alteration or addition made to the constitution under subsection (1) is, subject to this Act, deemed to form part of the original constitution on and from the date of the special resolution or such later date as is specified in the resolution. [36/2014] (1AB) A special resolution adopting the whole or any part of the model constitution prescribed under section 36 for the description to which the company belongs may do so by reference to the title of the model constitution, or to the numbers of the particular regulations of the model constitution and need not set out the text of the whole or part of the model constitution to be adopted. [36/2014] (1A) Subsection (1) is subject to section 26A and to any provision included in the constitution of a company in accordance with that section. [36/2014] (1B) Despite subsection (1), a provision contained in the constitution of a company immediately before 1 April 2004 and which could not be altered under the provisions of this Act in force immediately before that date, may be altered only if all the members of the company agree. [36/2014] (2) In addition to observing and subject to any other provision of this Act requiring the lodging with the Registrar of any resolution of a company or order of the Court or other document affecting the constitution of a company, the company must, within 14 days after the passing of any such resolution or the making of any such order, lodge with the Registrar a copy of such resolution or other document or a copy of such order together with (unless the Registrar dispenses therewith) a copy of the constitution as adopted or altered, as the case may be. [36/2014] (2A) If default is made in complying with subsection (2), 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. [36/2014] (3) The Registrar must register every resolution, order or other document lodged with the Registrar under this Act that affects the constitution of a company and, where an order is so registered, must issue to the company a notice of the registration of that order. [36/2014] (4) [ Deleted by Act 12 of 2002 ] (5) Notice of the registration must be published in such manner (if any) as the Court or the Registrar directs. (6) The Registrar must, where appropriate, issue a notice of incorporation in accordance with the alteration made to the constitution. [36/2014] (7) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation in accordance with the alteration made to the constitution. [36/2014]


document_id: coa-1967
provision_ref: s26A
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 26A
title: Power to entrench provisions of constitution of company
content:
26A. —(1) An entrenching provision may — ( a ) be included in the constitution with which a company is formed; and ( b ) at any time be inserted in the constitution of a company only if all the members of the company agree. [36/2014] (2) An entrenching provision may be removed or altered only if all the members of the company agree. [36/2014] (3) The provisions of this Act relating to the alteration of the constitution of a company are subject to any entrenching provision in the constitution of a company. [36/2014] (4) In this section, “entrenching provision” means a provision of the constitution of a company to the effect that other specified provisions of the constitution — ( a ) may not be altered in the manner provided by this Act; or ( b ) may not be so altered except — (i) by a resolution passed by a specified majority greater than 75% (the minimum majority required by this Act for a special resolution); or (ii) where other specified conditions are met. [36/2014]


document_id: coa-1967
provision_ref: s27
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 27
title: Names of companies
content:
27. —(1) Except with the Minister’s consent or as provided in subsection (1B), the Registrar must refuse to register a company under this Act under a name which, in the Registrar’s opinion — ( a ) is undesirable; ( b ) is identical to the name of any other company, limited liability partnership, limited partnership or corporation or to any registered business name; ( c ) is identical to a name reserved under subsection (12B), subsection (12B) as applied by section 357(2), or section 378(15), 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, subsection (12B) as applied by section 21(8) of the VCC Act, or subsection (12B) as applied by section 133(2) of the VCC Act; or ( d ) is a name of a kind that the Minister has directed the Registrar not to accept for registration. [36/2014; 15/2017; 44/2018] (1A) In addition to subsection (1), the Registrar must, on or after 3 January 2016, except with the Minister’s consent, refuse to register a 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 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 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] (1B) Despite subsection (1), the Registrar may, on or after 3 January 2016, register a 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; or ( 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] (2) Despite anything in this section and section 28 (other than section 28(4)), where the Registrar is satisfied that the company has been registered (whether through inadvertence or otherwise and whether before, on or after 30 January 2006) by a name — ( a ) which is one that is not permitted to be registered under subsection (1)( a ), ( b ) or ( d ); ( aa ) which is one that is not permitted to be registered under subsection (1A) until the expiry of the relevant period mentioned in that subsection; ( ab ) which is one that is permitted to be registered under subsection (1B) only after the expiry of the relevant period mentioned in that subsection; ( b ) which so nearly resembles the name of any other company, or any corporation, limited liability partnership, limited partnership or registered business name, as to be likely to be mistaken for it; or ( c ) the use of which has been restrained by an injunction granted under the Trade Marks Act 1998, the Registrar may direct the firstmentioned 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] (2A) Any person may apply, in writing, to the Registrar to give a direction to a company under subsection (2) on a ground referred to in that subsection; but the Registrar must not consider any application to give a direction to a company on the ground referred to in subsection (2)( b ) unless the Registrar receives the application within 12 months from the date of incorporation of the company. (2B) If the company fails to comply with subsection (2), the company and its officers 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. (2C) [ Deleted by Act 36 of 2014 ] (2D) [ Deleted by Act 36 of 2014 ] (3) [ Deleted by Act 36 of 2014 ] (4) [ Deleted by Act 36 of 2014 ] (5) 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 (2) — by the company aggrieved by the decision within 30 days after the decision; and ( b ) in the case of the Registrar’s refusal to give a direction to a company under subsection (2) pursuant to an application under subsection (2A) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal. [36/2014] (5AA) The decision of the Minister on an appeal made under subsection (5) is final. [36/2014] (5A) To avoid doubt, where the Registrar makes a decision under subsection (2) or the Minister makes a decision under subsection (5), he or she must accept as correct any decision of the Court to grant an injunction referred to in subsection (2)( c ). (6) The Minister must cause a direction given by him or her under subsection (1) to be published in the Gazette . (7) Subject to section 29, a limited company must have either “Limited” or “Berhad” as part of and at the end of its name. (8) A private company must have the word “Private” or “Sendirian” as part of its name, inserted immediately before the word “Limited” or “Berhad” or, in the case of an unlimited company, at the end of its name. (9) It is lawful to use and no description of a company is deemed inadequate or incorrect by reason of the use of — ( a ) the abbreviation “Pte.” in lieu of the word “Private” or the abbreviation “Sdn.” in lieu of the word “Sendirian” contained in the name of a company; ( b ) the abbreviation “Ltd.” in lieu of the word “Limited” or the abbreviation “Bhd.” in lieu of the word “Berhad” contained in the name of a company; or ( c ) any of such words in lieu of the corresponding abbreviation contained in the name of a company. (10) A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as — ( a ) the name of an intended company; or ( b ) the name to which a company proposes to change its name. [36/2014] (11) A company must not be registered under section 19(3) and the Registrar must not approve the change of name of a company under section 28(2) unless the name which it is proposed to be registered or the proposed new name (as the case may be) has been reserved under subsection (12). (12) The Registrar may approve an application made under subsection (10) 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 company may be registered having regard to subsections (1), (1A) and (1B). [36/2014] (12A) The Registrar must refuse to approve an application to reserve a name under subsection (10) as the name of an intended company if the Registrar is satisfied that — ( a ) the name is for a company that 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 company to be registered. [36/2014] (12B) Where an application for a reservation of a name is made under subsection (10), 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] (12C) A person aggrieved by a decision of the Registrar — ( a ) refusing to approve an application under subsection (10); or ( b ) refusing an application under subsection (12B)( 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] (13) If, at any time during a period for which a name is reserved, application is made to the Registrar for an extension of that period and the Registrar is satisfied as to the bona fides of the application, the Registrar may extend that period for a further period of 60 days. [36/2014] (14) [ Deleted by Act 36 of 2014 ] (15) The reservation of a name under this section in respect of an intended company or company does not in itself entitle the intended company or company to be registered by that name, either originally or upon change of name. [36/2014] (16) In this section and section 28, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014. [36/2014]


document_id: coa-1967
provision_ref: s28
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 28
title: Change of name
content:
28. —(1) A company may by special resolution resolve that its name should be changed to a name by which the company could be registered under section 27(1), (1A) or (1B). [36/2014] (2) If the Registrar approves the name which the company has resolved should be its new name, the Registrar must register the company under the new name and issue to the company a notice of incorporation of the company under the new name and, upon the issue of such notice, the change of name becomes effective. (3) Despite anything in this section and section 27, if the name of a company is, whether through inadvertence or otherwise or whether originally or by a change of name — ( a ) a name that is not permitted to be registered under section 27(1)( a ), ( b ) or ( d ); ( b ) a name that is not permitted to be registered under section 27(1A) until the expiry of the relevant period mentioned in that section; ( c ) a name that is permitted to be registered under section 27(1B) only after the expiry of the relevant period mentioned in that section; ( d ) a name that so nearly resembles the name of another company, or a corporation, limited liability partnership, limited partnership or a registered business name of any person as to be likely to be mistaken for it; or ( e ) a name the use of which has been restrained by an injunction granted under the Trade Marks Act 1998, the company may by special resolution change its name to a name that is not referred to in paragraph ( a ), ( b ), ( c ), ( d ) or ( e ) and, if the Registrar so directs, must so change it 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] (3AA) The Registrar must not direct a change of name under subsection (3) on the ground that the name of the company could not be registered without contravention of section 27(1)( c ). [36/2014] (3A) Any person may apply in writing to the Registrar to give a direction to a company under subsection (3) on a ground referred to in that subsection; but the Registrar must not consider any application to give a direction to a company on the ground referred to in subsection (3)( d ) unless the Registrar receives the application within 12 months from the date of change of name of the company. [36/2014] (3B) If the company fails to comply with subsection (3), the company and its officers 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. (3C) [ Deleted by Act 36 of 2014 ] (3D) 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 (3) — by the 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 company under subsection (3) pursuant to an application under subsection (3A) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal. [36/2014] (3DA) The decision of the Minister on an appeal made under subsection (3D) is final. [36/2014] (3E) To avoid doubt, where the Registrar makes a decision under subsection (3) or the Minister makes a decision under subsection (3DA), the Registrar or the Minister (as the case may be) must accept as correct any decision of the Court to grant an injunction referred to in subsection (3)( e ). [36/2014] (4) Where the name of a company incorporated pursuant to any corresponding previous written law has not been changed since 29 December 1967, the Registrar must not, except with the Minister’s approval, exercise the Registrar’s power under subsection (3) to direct the company to change its name. (5) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company under the new name. [36/2014] (6) A change of name pursuant to this Act does not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced by or against it by its former name may be continued or commenced by or against it by its new name.


document_id: coa-1967
provision_ref: s29
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 29
title:
Omission of “Limited” or “Berhad” in names of limited companies, other than companies registered under Charities Act 1994

content:
29. —(1) Where it is proved to the satisfaction of the Registrar that a proposed limited company is being formed for the purpose of providing recreation or amusement or promoting commerce, industry, art, science, religion, charity, pension or superannuation schemes or any other object useful to the community, that it has some basis of national or general public interest and that it is in a financial position to carry out the objects for which it is to be formed and will apply its profits (if any) or other income in promoting its objects and will prohibit the payment of any dividend to its members, the Registrar may (after requiring, if the Registrar thinks fit, the proposal to be advertised in such manner as the Registrar directs either generally or in a particular case) approve that it be registered as a company with limited liability without the addition of the word “Limited” or “Berhad” to its name, and the company may be registered accordingly. [36/2014] (2) Where it is proved to the Registrar’s satisfaction — ( a ) that the objects of a limited company are restricted to those specified in subsection (1) and to objects incidental or conducive thereto; ( b ) that the company has some basis of national or general public interest; ( c ) that the company is in a financial position to carry out the objects for which it was formed; and ( d ) that by its constitution the company is required to apply its profits (if any) or other income in promoting its objects and is prohibited from paying any dividend to its members, the Registrar may grant his or her approval to the company to change its name to a name which does not contain the word “Limited” or “Berhad”, being a name approved by the Registrar. [36/2014] (3) The Registrar may grant his or her approval on such conditions as the Registrar thinks fit, and those conditions are binding on the company and must, if the Registrar so directs, be inserted in the constitution of the company and the constitution may by special resolution be altered to give effect to any such direction. [36/2014] (4) Where the constitution of a company includes, as a result of a direction of the Registrar given pursuant to subsection (3) or pursuant to any corresponding previous written law, a provision that the constitution must not be altered except with the consent of the Minister, the company may, with the Minister’s consent, by special resolution alter any provision of the constitution. [36/2014] (5) A company is, while an approval granted under this section to it is in force, exempted from complying with the provisions of this Act relating to the use of the word “Limited” or “Berhad” as any part of its name. (6) Any approval granted under this section may at any time be revoked by the Registrar and, upon revocation, the Registrar must enter the word “Limited” or “Berhad” at the end of the name of the company in the register, and the company must thereupon cease to enjoy the exemption granted by reason of the approval under this section but before the approval is so revoked the Registrar must give to the company written notice of the Registrar’s intention and must afford it an opportunity to be heard. [36/2014] (6A) If the Registrar is of the opinion that a company has ceased to satisfy the conditions of approval granted under subsection (1) or (2), the Registrar may revoke the approval. [36/2014] (7) Where the approval of the Registrar under this section is revoked, the constitution of the company may be altered by special resolution so as to remove any provision in or to the effect that the constitution may be altered only with the consent of the Minister. [36/2014] (8) Notice of any approval under this section must be given by the Registrar to the company or, in the case of a proposed limited company, to the applicant for the approval. [36/2014] (8A) An appeal to the Minister against a decision of the Registrar under subsection (1) or (2) may be made by the following persons within the following times: ( a ) in the case of a decision made by the Registrar under subsection (1) — by the promoter of the proposed limited company within 30 days after the notice is given by the Registrar under subsection (8); ( b ) in the case of a decision made by the Registrar under subsection (2) — by the company within 30 days after the notice is given by the Registrar under subsection (8). [36/2014] (9) Upon the application of the company or proposed limited company and payment of the prescribed fee, the Registrar must issue to the company or proposed limited company a certificate confirming the approval under this section. (10) This section does not apply to a limited company that is registered as a charity under the Charities Act 1994. [36/2014] (11) Any approval of the Minister and any condition of the Minister’s approval that was in force immediately before 3 January 2016 for a company — ( a ) to be registered without the word “Limited” or “Berhad” to its name; or ( b ) to change its name to one which does not contain the word “Limited” or “Berhad”, is on or after that date to be treated as the approval of the Registrar and condition of the Registrar’s approval. [36/2014] (12) Any reference to the Minister’s approval in any condition of approval that was in force immediately before 3 January 2016 that was inserted in the constitution of a company pursuant to a direction of the Minister under section 29(3) in force immediately before that date is, on or after that date, to be read as a reference to the Registrar. [36/2014] (13) A reference to a direction of the Minister in subsections (3) and (4) in force immediately before 3 January 2016 is, on or after that date, to be read as a direction of the Registrar. [36/2014]


document_id: coa-1967
provision_ref: s29A
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 29A
title: Omission of “Limited” or “Berhad” in names of companies registered under Charities Act 1994
content:
29A. —(1) Despite section 28(1) and (2) but subject to section 28(3) to (6), a limited company registered as a charity under the Charities Act 1994 (called in this section a charitable company) may change its name to omit the word “Limited” or “Berhad” from its name. [36/2014] (2) A charitable company that proposes to change its name to omit the word “Limited” or “Berhad” from its name must — ( a ) alter its constitution to reflect the change of name; and ( b ) file the prescribed form with the Registrar, together with a copy of the special resolution authorising the change of name. [36/2014] (3) Upon receipt of the prescribed form mentioned in subsection (2)( b ), the Registrar must — ( a ) register the name of the charitable company with the omission of the word “Limited” or “Berhad” from its name; and ( b ) issue to the company a notice of incorporation of the company under the new name. [36/2014] (4) Upon issue of the notice under subsection (3)( b ) — ( a ) the change of name becomes effective; and ( b ) the charitable company is exempted from the provisions of this Act relating to the use of the word “Limited” or “Berhad” as part of the name. [36/2014] (5) If the Registrar is satisfied that a charitable company that is registered with the omission of the word “Limited” or “Berhad” from its name under this section has ceased to be a charitable company, the Registrar must enter the word “Limited” or “Berhad” at the end of the name of the company and upon notice of that fact being given to the company, the exemption under subsection (4)( b ) ceases. [36/2014]


document_id: coa-1967
provision_ref: s30
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 30
title: Registration of unlimited company as limited company, etc.
content:
30. —(1) Subject to this section — ( a ) an unlimited company may convert to a limited company if it was not previously a limited company that became an unlimited company pursuant to paragraph ( b ); and ( b ) a limited company may convert to an unlimited company if it was not previously an unlimited company that became a limited company pursuant to paragraph ( a ) or any corresponding previous written law. (2) Where a company applies to the Registrar for a change of status as provided by subsection (1) and, subject to section 33(8) and (9) as applied by subsection (7), lodges with the application the prescribed documents relating to the application, the Registrar must, upon registration of such prescribed documents so lodged as are registrable under this Act, issue to the company a notice of incorporation — ( a ) appropriate to the change of status applied for; and ( b ) specifying, in addition to the particulars prescribed in respect of a notice of incorporation of a company of that status, that the notice is issued pursuant to this section, and, upon the issue of such a notice of incorporation, the company is deemed to be a company having the status specified therein. (3) Where the status of a company is changed pursuant to this section, notice of the change of status must be published in such manner (if any) as the Registrar may direct. (3A) Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company with the new status. [36/2014] (4) In subsection (2), “prescribed documents”, in relation to an application mentioned in that subsection, means — ( a ) a copy of a special resolution of the company — (i) resolving to change the status of the company and specifying the status sought; (ii) making such alterations to the constitution of the company as are necessary to bring the constitution into conformity with the requirements of this Act relating to the constitution of a company of the status sought; and (iii) [ Deleted by Act 36 of 2014 ] (iv) [ Deleted by Act 36 of 2014 ] (v) changing the name of the company to a name by which it could be registered if it were a company of the status sought; ( b ) where, by a special resolution mentioned in paragraph ( a ), the constitution of the company is altered or added to — a copy of the constitution as altered; and ( c ) in the case of an application by a limited company to convert to an unlimited company — (i) the prescribed form of assent to the application subscribed by or on behalf of all the members of the company; and (ii) a declaration by or on behalf of a director or the secretary of the company, or a registered qualified individual authorised by the company, verifying that the persons by whom or on whose behalf such a form of assent is subscribed constitute the whole membership of the company and, if a member has not subscribed the form himself or herself, that the director, secretary or registered qualified individual making the declaration has taken all reasonable steps to satisfy himself or herself that each person who subscribed the form was lawfully empowered to do so. [36/2014] (5) Section 26(2) to (6) does not apply to or in relation to an application under this section or to any prescribed documents in relation to the application. (6) A special resolution passed for the purposes of an application under this section takes effect only upon the issue under this section of a notice of incorporation of the company to which the resolution relates. (7) With such modifications as may be necessary, section 33 (except subsection (1)) applies to and in respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special resolution relating to a change of status as if it were a special resolution under that section. (8) A change in the status of a company pursuant to this section does not operate — ( a ) to create a new legal entity; ( b ) to prejudice or affect the identity of the body corporate constituted by the company or its continuity as a body corporate; ( c ) to affect the property, or the rights or obligations, of the company; or ( d ) to render defective any legal proceedings by or against the company, and any legal proceedings that could have been continued or commenced by or against it prior to the change in its status may, despite the change in its status, be continued or commenced by or against it after the change in its status.


document_id: coa-1967
provision_ref: s31
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 31
title: Change from public to private company
content:
31. —(1) A public company having a share capital may convert to a private company by lodging with the Registrar — ( a ) a copy of a special resolution — (i) determining to convert to a private company and specifying an appropriate alteration to its name; and (ii) altering the provisions of its constitution so far as is necessary to impose the restrictions and limitations referred to in section 18(1); ( b ) a list of persons holding shares in the company in the prescribed form; and ( c ) such other information relating to the company or its members and officers as may be prescribed. [36/2014] Change from private to public company (2) A private company may, subject to its constitution, convert to a public company by lodging with the Registrar — ( a ) a copy of a special resolution determining to convert to a public company and specifying an appropriate alteration to its name; ( b ) a statement in lieu of prospectus; and ( c ) a declaration in the prescribed form verifying that section 61(2)( b ) has been complied with, and thereupon the restrictions and limitations referred to in section 18(1) as included in or deemed to be included in the constitution of such company cease to form part of the constitution. [36/2014] (3) On compliance by a company with subsection (1) or (2) and on the issue of a notice of incorporation altered accordingly the company becomes a private company or a public company (as the case requires). (3A) The public company referred to in subsection (2) must, within 14 days after the issue of the notice of incorporation referred to in subsection (3), lodge with the Registrar in the prescribed form a list of persons holding shares in the company. [36/2014] (4) A conversion of a company pursuant to subsection (1) or (2) does not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that could have been continued or commenced by or against it prior to the conversion may, despite any change in the company’s name or capacity in consequence of the conversion, be continued or commenced by or against it after the conversion. (5) Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company with the new status. [36/2014]


document_id: coa-1967
provision_ref: s32
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 32
title: Default in complying with requirements as to private companies
content:
32. —(1) [ Deleted by Act 5 of 2004 ] (2) Where — ( a ) default has been made in relation to a private company in complying with a limitation of a kind specified in section 18(1)( b ) that is included, or is deemed to be included in the constitution of the company; ( b ) [ Deleted by Act 5 of 2004 ] ( c ) the constitution of a private company have been so altered that they no longer include restrictions or limitations of the kinds specified in section 18(1); or ( d ) a private company has ceased to have a share capital, the Registrar may by notice served on the company determine that, on such date as is specified in the notice, the company ceased to be a private company. [36/2014] (3) Where, under this section, the Court or the Registrar determines that a company has ceased to be a private company — ( a ) the company is a public company and is deemed to have been a public company on and from the date specified in the order or notice; ( b ) the company is on the date so specified deemed to have changed its name by the omission from its name of the word “Private” or the word “Sendirian”, as the case requires; and ( c ) the company must, within a period of 14 days after the date of the order or the notice, lodge with the Registrar — (i) a statement in lieu of prospectus; and (ii) a declaration in the prescribed form verifying that section 61(2)( b ) has been complied with. (4) Where the Court is satisfied that a default or alteration referred to in subsection (2) has occurred but that it was accidental or due to inadvertence or to some other sufficient cause or that on other grounds it is just and equitable to grant relief, the Court may, on such terms and conditions as to the Court seem just and expedient, determine that the company has not ceased to be a private company. (5) A company that, by virtue of a determination made under this section, has become a public company may not convert to a private company without the permission of the Court. [Act 25 of 2021 wef 01/04/2022] (6) If default is made in complying with subsection (3)( c ), 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. (7) [ Deleted by Act 5 of 2004 ] (8) Where default is made in relation to a private company in complying with any restriction or limitation of a kind specified in section 18(1) that is included, or deemed to be included, in the constitution of the company, 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. [36/2014]


document_id: coa-1967
provision_ref: s33
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 33
title: Alterations of objects in constitution
content:
33. —(1) Subject to this section, a company may by special resolution alter the provisions of its constitution with respect to the objects of the company, if any. [36/2014] (2) Where a company proposes to alter its constitution, with respect to the objects of the company, it must give 21 days’ written notice by post or by electronic communications in accordance with section 387A or 387C, specifying the intention to propose the resolution as a special resolution and to submit it for passing at a meeting of the company to be held on a day specified in the notice. [36/2014] (3) The notice must be given to all members, and to all trustees for debenture holders and, if there are no trustees for any class of debenture holders, to all debenture holders of that class whose names are, at the time of the posting of the notice, known to the company. (4) The Court may in the case of any person or class of persons for such reasons as to it seem sufficient dispense with the notice required by subsection (2). (5) If an application for the cancellation of an alteration is made to the Court in accordance with this section by — ( a ) the holders of not less in the aggregate than 5% of the total number of issued shares of the company or any class of those shares or, if the company is not limited by shares, not less than 5% of the company’s members; or ( b ) the holders of not less than 5% in nominal value of the company’s debentures, the alteration does not have effect except so far as it is confirmed by the Court. (5A) For the purposes of subsection (5), any of the company’s issued shares held as treasury shares is to be disregarded. [36/2014] (6) The application must be made within 21 days after the date on which the resolution altering the company’s objects was passed, and may be made on behalf of the persons entitled to make the application by such one or more of their number as they appoint in writing for the purpose. (7) On the application, the Court — ( a ) must have regard to the rights and interests of the members of the company or of any class of them as well as to the rights and interests of the creditors; ( b ) may if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase (otherwise than by the company) of the interests of dissentient members; ( c ) may give such directions and make such orders as it thinks expedient for facilitating or carrying into effect any such arrangement; and ( d ) may make an order cancelling the alteration or confirming the alteration either wholly or in part and on such terms and conditions as it thinks fit. (8) Despite any other provision of this Act, a copy of a resolution altering the objects of a company must not be lodged with the Registrar before the expiration of 21 days after the passing of the resolution, or if any application to the Court has been made, before the application has been determined by the Court, whichever is the later. (9) A copy of the resolution must be lodged with the Registrar by the company within 14 days after the expiration of the 21 days mentioned in subsection (8), but if an application has been made to the Court in accordance with this section, the copy must be lodged with the Registrar together with a copy of the order of the Court within 14 days after the application has been determined by the Court. (10) On compliance by a company with subsection (9), the alteration (if any) of the objects takes effect. (11) To avoid doubt, a reference in this section to the alteration of any provision of the constitution of a company or the alteration of the objects of a company includes the removal of that provision or of all or any of those objects. [36/2014]


document_id: coa-1967
provision_ref: s34
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 34
title:
Alteration of constitution by company pursuant to repeal and re‑enactment of sections 10 and 14 of Residential Property Act 1976

content:
34. —(1) Where the constitution of a company contains any of the provisions referred to in section 10(1) of the Residential Property Act 1976 in force immediately before 31 March 2006, the company may, by special resolution, amend its constitution to remove that provision. [36/2014] (2) Where the constitution of a company contains a provision to the effect that its constitution must not be altered to remove any of the provisions referred to in section 10(1) of the Residential Property Act 1976 in force immediately before 31 March 2006 except in accordance with the requirements of that Act — ( a ) that provision ceases to have effect as from that date; and ( b ) the company may, by special resolution, amend its constitution to remove that provision. [36/2014]


document_id: coa-1967
provision_ref: s35
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 35
title: Regulations for company
content:
35. —(1) Subject to this section, a company’s constitution must contain the regulations for the company. [36/2014] (2) Subsection (1) does not apply to a company limited by shares that was incorporated before 3 January 2016. [36/2014] (3) Despite subsection (2), where immediately before 3 January 2016, regulations were in force for a company, whether the regulations were prescribed in the company’s registered articles, or were applicable in lieu of or in addition to the company’s registered articles by virtue of section 36(2) in force before that date, such regulations are deemed to be the regulations for the company contained in the company’s constitution for the purposes of subsection (1) until such time as the constitution of the company is amended to replace or amend those regulations. [36/2014]


document_id: coa-1967
provision_ref: s36
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 36
title: Model constitution
content:
36. —(1) The Minister may prescribe model constitutions for — ( a ) private companies; and ( b ) companies limited by guarantee, (called in this section and section 37 specified companies). [36/2014] (2) Different model constitutions may be prescribed for different descriptions of specified companies. [36/2014]


document_id: coa-1967
provision_ref: s37
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 37
title: Adoption of model constitution
content:
37. —(1) A specified company may adopt as its constitution the whole or any part of the model constitution prescribed under section 36(1) for the type of company to which it belongs. [36/2014] (2) A specified company may in its constitution adopt the whole model constitution for the type of company to which it belongs by reference to the title of the model constitution. [36/2014] (3) Where a specified company adopts the whole model constitution for the type of company to which it belongs, the specified company may choose — ( a ) to adopt the model constitution as in force at the time of adoption; or ( b ) to adopt the model constitution as may be in force from time to time, in which case the model constitution for the type of company to which the specified company belongs that is for the time being in force is, so far as applicable, the constitution for that specified company. [36/2014] (4) A copy of the constitution of a specified company must be submitted to the Registrar, in accordance with section 19(1), where the specified company — ( a ) adopts only part of the model constitution for the type of company to which it belongs; ( b ) includes provisions additional to those in the model constitution; or ( c ) includes object clauses as part of its constitution. [36/2014]


document_id: coa-1967
provision_ref: s38
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 38
title: As to constitution of companies limited by guarantee
content:
38. —(1) In the case of a company limited by guarantee, every provision in the constitution or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company, otherwise than as a member, is void. [36/2014] (2) For the purposes of the provisions of this Act relating to the constitution of a company limited by guarantee and of this section, every provision in the constitution or in any resolution of a company limited by guarantee purporting to divide the undertaking of the company into shares or interests is to be treated as a provision for a share capital even though the number of the shares or interests is not specified thereby. [36/2014]


document_id: coa-1967
provision_ref: s39
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 39
title: Effect of constitution
content:
39. —(1) Subject to this Act, the constitution of a company, when registered, binds the company and the members thereof to the same extent as if it respectively had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the constitution. [36/2014] (2) All money payable by any member to the company under the constitution is a debt due from the member to the company. [36/2014] As to effect of alterations on members who do not consent (3) Despite anything in the constitution of a company, no member of the company, unless either before or after the alteration is made the member agrees in writing to be bound thereby, is bound by an alteration made in the constitution after the date on which the member became a member so far as the alteration requires the member to take or subscribe for more shares than the number held by the member at the date on which the alteration is made or in any way increases the member’s liability as at that date to contribute to the share capital of or otherwise to pay money to the company. [36/2014]


document_id: coa-1967
provision_ref: s40
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 40
title: Copies of constitution
content:
40. —(1) A company must, on being so required by any member, send to the member a copy of the constitution (if any) subject to payment of $5 or such lesser sum as is fixed by the directors. [36/2014] (2) Where an alteration is made in the constitution of a company, a copy of the constitution must not be issued by the company after the date of alteration unless — ( a ) the copy is in accordance with the alteration; or ( b ) a copy of the order or resolution making the alteration is annexed to the copy of the constitution and the particular clauses affected are indicated. [36/2014] [Act 17 of 2023 wef 01/07/2023] (3) [ Omitted in 2006 Revised Edition ] (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.


document_id: coa-1967
provision_ref: s41
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 41
title: Ratification by company of contracts made before incorporation
content:
41. —(1) Any contract or other transaction purporting to be entered into by a company prior to its formation or by any person on behalf of a company prior to its formation may be ratified by the company after its formation and thereupon the company becomes bound by and entitled to the benefit thereof as if it had been in existence at the date of the contract or other transaction and had been a party thereto. (2) Prior to ratification by the company the person or persons who purported to act in the name or on behalf of the company are, in the absence of express agreement to the contrary, personally bound by the contract or other transaction and entitled to the benefit thereof. Form of contract (3) Contracts on behalf of a corporation may be made as follows: ( a ) a contract which if made between private persons would by law be required to be in writing under seal may be made on behalf of the corporation in writing under the common seal of the corporation; ( b ) a contract which if made between private persons would by law be required to be in writing signed by the parties to be charged therewith may be made on behalf of the corporation in writing signed by any person acting under its authority, express or implied; ( c ) a contract which if made between private persons would by law be valid although made by parol only (and not reduced into writing) may be made by parol on behalf of the corporation by any person acting under its authority, express or implied, and any contract so made is effectual in law and binds the corporation and its successors and all other parties thereto and may be varied or discharged in the manner in which it is authorised to be made. Authentication of documents (4) A document or proceeding requiring authentication by a corporation may be signed by an authorised officer of the corporation and need not be under its common seal. Execution of deeds (5) A corporation may by writing under its common seal empower any person, either generally or in respect of any specified matters, as its agent or attorney to execute deeds on its behalf and a deed signed by such an agent or attorney on behalf of the corporation and under his or her seal, or, subject to subsection (7), under the appropriate official seal of the corporation binds the corporation and has the same effect as if it were under its common seal. (6) The authority of any such agent or attorney continues, as between the corporation and any person dealing with him or her, during the period (if any) mentioned in the instrument conferring the authority, or if no period is therein mentioned then until notice of the revocation or determination of his or her authority has been given to the person dealing with him or her. Official seal for use abroad (7) A corporation whose objects require or comprise the transaction of business outside Singapore may, if authorised by its constitution, have for use in any place outside Singapore an official seal, which must be a facsimile of the common seal of the corporation with the addition on its face of the name of the place where it is to be used and the person affixing any such official seal must, in writing under his or her hand, certify on the instrument to which it is affixed the date on which and the place at which it is affixed. [36/2014] Authority of agent of a corporation need not be under seal, unless seal required by law of foreign state (8) The fact that a power of attorney or document of authorisation given to or in favour of the donee of the power or agent of a corporation is not under seal does not, if such power of attorney or document of authorisation is valid as a power of attorney or document of authorisation in accordance with the laws of the country under which such corporation is incorporated, affect for any purpose intended to be effected in Singapore the validity or effect of any instrument under seal executed on behalf of that corporation by such donee of the power or agent, which is for all such purposes whatsoever as valid as if such authority had been under seal. Retrospective application (9) Subsection (8) also applies to every instrument under seal executed before 15 May 1987 on behalf of any corporation by a donee of a power or an agent of that corporation whose authority was not under seal.


document_id: coa-1967
provision_ref: s41A
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 41A
title: Common seal
content:
41A. —(1) A company may have a common seal but need not have one. [15/2017] (2) Sections 41B and 41C apply whether a company has a common seal or not. [15/2017]


document_id: coa-1967
provision_ref: s41B
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 41B
title: Execution of deeds by company
content:
41B. —(1) A company may execute a document described or expressed as a deed without affixing a common seal onto the document by signature — ( a ) on behalf of the company by a director of the company and a secretary of the company; ( b ) on behalf of the company by at least 2 directors of the company; or ( c ) on behalf of the company by a director of the company in the presence of a witness who attests the signature. [15/2017] (2) A document mentioned in subsection (1) that is signed on behalf of the company in accordance with that subsection has the same effect as if the document were executed under the common seal of the company. [15/2017] (3) Where a document is to be signed by a person on behalf of more than one company, the document is not considered to be signed by that person for the purposes of subsection (1) or (2) unless the person signs the document separately in each capacity. [15/2017] (4) This section applies in the case of a document mentioned in subsection (1) that is executed by the company in the name or on behalf of another person, whether or not that person is also a company. [15/2017]


document_id: coa-1967
provision_ref: s41C
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 41C
title: Alternative to sealing
content:
41C. Where any written law or rule of law requires any document to be under or executed under the common seal of a company, or provides for certain consequences if it is not, a document satisfies that written law or rule of law if the document is signed in the manner set out in section 41B(1)( a ), ( b ) or ( c ) and (3). [15/2017] 42. [ Repealed by Act 5 of 2004 ]


document_id: coa-1967
provision_ref: s42A
chapter: PART 3 - CONSTITUTION OF COMPANIES
section: 42A
title:
Company or foreign company with a charitable purpose which contravenes Charities Act 1994 or regulations made thereunder may be wound up or struck off register

content:
42A. —(1) This section applies to a company or a foreign company — ( a ) that is registered under the Charities Act 1994; or ( b ) that has as its sole object or one of its principal objects a charitable purpose connected with persons, events or objects outside Singapore. (2) A company or foreign company to which this section applies that is convicted of an offence under the Charities Act 1994 or any regulations made thereunder is deemed to be a company or foreign company (as the case may be) that is being used for purposes prejudicial to public welfare and may be liable, in the case of a company, to be wound up by the Court under section 125(1)( n ) of the Insolvency, Restructuring and Dissolution Act 2018 or, in the case of a foreign company, to have its name struck off the register by the Registrar under section 377(8). [40/2018] (3) In this section, “charitable purpose” means any charitable purpose or object or any other religious, public or social purpose or object, whether or not charitable under the law of Singapore.


document_id: coa-1967
provision_ref: s59
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 59
title: Restriction on allotment in certain cases
content:
59. —(1) A public company having a share capital which does not issue a prospectus on or with reference to its formation must not allot any of its shares or debentures unless, at least 3 days before the first allotment of either shares or debentures, there has been lodged with the Registrar a statement in lieu of prospectus which complies with the requirements of this Act. (2) 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. (3) Every director of a company who knowingly contravenes or permits or authorises the contravention of subsection (1) shall — ( a ) be guilty of an offence; and ( b ) be liable in addition to the penalty or punishment for the offence to compensate the company and allottee respectively for any loss, damages or costs which the company or allottee has sustained or incurred thereby. (4) No proceedings for the recovery of any compensation referred to in subsection (3)( b ) may be commenced after the expiration of 2 years from the date of the allotment.


document_id: coa-1967
provision_ref: s60
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 60
title: Requirements as to statements in lieu of prospectus
content:
60. —(1) To comply with the requirements of this Act, a statement in lieu of prospectus lodged by or on behalf of a company — ( a ) must be signed by every person who is named therein as a director or a proposed director of the company or by the person’s agent authorised in writing; ( b ) must, subject to Part 3 of the Sixth Schedule, be in the form of and state the matters specified in Part 1 of that Schedule and set out the reports specified in Part 2 of that Schedule; and ( c ) must, where the persons making any report specified in Part 2 of that Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of Part 3 of that Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor. (2) The Registrar must not accept for registration any statement in lieu of prospectus unless it appears to the Registrar to comply with the requirements of this Act. (3) Where in any statement in lieu of prospectus there is any untrue statement or wilful non‑disclosure, any director who signed the statement in lieu of prospectus shall, unless he or she proves either that the untrue statement or non‑disclosure was immaterial or that he or she had reasonable ground to believe and did up to the time of the delivery for registration of the statement in lieu of prospectus believe that the untrue statement was true or the non‑disclosure immaterial, 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.


document_id: coa-1967
provision_ref: s61
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 61
title: Restrictions on commencement of business in certain circumstances
content:
61. —(1) Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company must not commence any business or exercise any borrowing power — ( a ) if any money is or may become liable to be repaid to applicants for any shares or debentures offered for public subscription by reason of any failure to apply for or obtain permission for listing for quotation on any securities exchange; or ( b ) unless — (i) shares held subject to the payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription; (ii) every director has paid to the company on each of the shares taken or contracted to be taken by him or her, and for which he or she is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription; and (iii) there has been lodged with the Registrar a declaration in the prescribed form by — (A) the secretary or one of the directors of the company; or (B) a registered qualified individual authorised by the company, verifying that sub‑paragraphs (i) and (ii) have been complied with. [36/2014] (2) Where a public company having a share capital has not issued a prospectus inviting the public to subscribe for its shares, the company must not commence any business or exercise any borrowing power unless — ( a ) there has been lodged with the Registrar a statement in lieu of prospectus which complies with the provisions of this Act; ( b ) every director of the company has paid to the company on each of the shares taken or contracted to be taken by him or her, and for which he or she is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash; and ( c ) there has been lodged with the Registrar a declaration in the prescribed form by — (i) the secretary or one of the directors of the company; or (ii) a registered qualified individual authorised by the company, verifying that paragraph ( b ) has been complied with. [36/2014] (3) The Registrar must, on the lodgment of the declaration under subsection (1)( b )(iii) or (2)( c ) (as the case may be), issue a notice in the prescribed form that the company is entitled to commence business and to exercise its borrowing powers; and that notice is conclusive evidence of the matters stated in it. (4) Any contract made by a company before the date on which it is entitled to commence business is provisional only and is not binding on the company until that date, and on that date it becomes binding. (5) Where shares and debentures are offered simultaneously by a company for subscription, nothing in this section prevents the receipt by the company of any money payable on application for the debentures. (6) If any company commences business or exercises borrowing powers in contravention of this section, every person who is responsible for the contravention shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250. (7) Upon the application of a company which has received a notice under subsection (3) and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming that the company is entitled to commence business and to exercise its borrowing powers, and that certificate is conclusive evidence of the matters stated in it.


document_id: coa-1967
provision_ref: s62
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 62
title: Restriction on varying contracts referred to in prospectus, etc.
content:
62. A company must not before the statutory meeting vary the terms of a contract referred to in the prospectus or statement in lieu of prospectus, unless the variation is made subject to the approval of the statutory meeting. Division 3 &#x2014; Shares


document_id: coa-1967
provision_ref: s62A
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 62A
title: No par value shares
content:
62A. —(1) Shares of a company have no par or nominal value. (2) Subsection (1) applies to all shares, whether issued before, on or after 30 January 2006.


document_id: coa-1967
provision_ref: s62B
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 62B
title: Transitional provisions for section 62A
content:
62B. —(1) For the purpose of the operation of this Act on or after 30 January 2006 in relation to a share issued before that date — ( a ) the amount paid on the share is the sum of all amounts paid to the company at any time for the share (but not including any premium); and ( b ) the amount unpaid on the share is the difference between the price of issue of the share (but not including any premium) and the amount paid on the share. (2) On 30 January 2006, any amount standing to the credit of a company’s share premium account and any amount standing to the credit of a company’s capital redemption reserve becomes part of the company’s share capital. (3) Despite subsection (2), a company may use the amount standing to the credit of its share premium account immediately before 30 January 2006 to — ( a ) provide for the premium payable on redemption of debentures or redeemable preference shares issued before that date; ( b ) write off — (i) the preliminary expenses of the company incurred before that date; or (ii) expenses incurred, or commissions or brokerages paid or discounts allowed, on or before that date, for or on any duty, fee or tax payable on or in connection with any issue of shares of the company; ( c ) pay up, pursuant to an agreement made before that date, shares which were unissued before that date and which are to be issued on or after that date to members of the company as fully paid bonus shares; ( d ) pay up in whole or in part the balance unpaid on shares issued before that date to members of the company; or ( e ) pay dividends declared before that date, if such dividends are satisfied by the issue of shares to members of the company. (4) Despite subsection (2), if the company carries on insurance business in Singapore immediately before 30 January 2006, it may also apply the amount standing to the credit of its share premium account immediately before that date by appropriation or transfer to any fund established and maintained pursuant to the Insurance Act 1966. (5) Despite subsection (1), the liability of a shareholder for calls in respect of money unpaid on shares issued before 30 January 2006 (whether on account of the par value of the shares or by way of premium) is not affected by the shares ceasing to have a par value. (6) For the purpose of interpreting and applying, on or after 30 January 2006, a contract (including the constitution of the company) entered into before that date or a trust deed or other document executed before that date — ( a ) a reference to the par or nominal value of a share is a reference to — (i) if the share is issued before that date — the par or nominal value of the share immediately before that date; (ii) if the share is issued on or after that date but shares of the same class were on issue immediately before that date — the par or nominal value that the share would have had if it had been issued then; or (iii) if the share is issued on or after that date and shares of the same class were not on issue immediately before that date — the par or nominal value determined by the directors, and a reference to share premium is a reference to any residual share capital in relation to the share; ( b ) a reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value equal to the amount paid in respect of the share’s par or nominal value; and ( c ) a reference to the aggregate par or nominal value of the company’s issued share capital is a reference to that aggregate as it existed immediately before that date as — (i) increased to take account of the par or nominal value as defined in paragraph ( a ) of any shares issued on or after that date; and (ii) reduced to take account of the par or nominal value as defined in paragraph ( a ) of any shares cancelled on or after that date. [36/2014] (7) A company may — ( a ) at any time before — (i) the date it is required under section 197(4) in force immediately before 3 January 2016 to lodge its first annual return after 30 January 2006; or (ii) the expiry of 6 months from 30 January 2006, whichever is the earlier; or ( b ) within such longer period as the Registrar may, if he or she thinks fit in the circumstances of the case, allow, file with the Registrar a notice in the prescribed form of its share capital. [36/2014] (8) Unless a company has filed a notice of its share capital under subsection (7), the Registrar may for the purposes of the records maintained by the Authority adopt, as the share capital of the company, the aggregate nominal value of the shares issued by the company as that value appears in the Authority’s records immediately before 30 January 2006.


document_id: coa-1967
provision_ref: s63
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 63
title: Return as to allotments by private companies
content:
63. —(1) A private company may allot new shares, other than a deemed allotment, by lodging with the Registrar a return of the allotment in the prescribed form, which must include the following particulars: ( a ) the number of the shares comprised in the allotment; ( b ) the amount (if any) paid or deemed to be paid on the allotment of each share; ( c ) the amount (if any) unpaid on each share referred to in paragraph ( b ); ( d ) where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and ( e ) for each member of the private company — (i) the full name; (ii) the identification and nationality, if required by the Registrar; (iii) the residential address and contact address (if the member is an individual) or the address (if otherwise); and (iv) the number and class of shares held. [36/2014] [Act 21 of 2024 wef 09/12/2024] (2) An allotment of shares, other than a deemed allotment, by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] (3) In this section and section 63A, “deemed allotment” means an issue of shares without formal allotment to subscribers to the constitution. [36/2014]


document_id: coa-1967
provision_ref: s63A
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 63A
title: Return as to allotments by public companies
content:
63A. —(1) Where a public company makes any allotment of its shares, other than a deemed allotment, the company must within 14 days thereafter lodge with the Registrar a return of the allotments stating — ( a ) the number of the shares comprised in the allotment; ( b ) the amount (if any) paid or deemed to be paid on the allotment of each share; ( c ) the amount (if any) unpaid on each share referred to in paragraph ( b ); ( d ) where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and ( e ) for each of the 50 members of the public company who, following the allotment, hold the most number of shares in the company (excluding treasury shares) — (i) the full name; (ii) the identification and nationality, if required by the Registrar; (iii) the residential address and contact address (if the member is an individual) or the address (if otherwise); and (iv) the number and class of shares held. [36/2014] [Act 21 of 2024 wef 09/12/2024] (2) A return of allotment mentioned in subsection (1) by a public company, the shares of which are listed on an approved exchange in Singapore or any securities exchange outside Singapore, need not state the particulars specified in subsection (1)( e ). [36/2014; 4/2017] (3) If default is made in complying with this section, every officer of the public company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250. [36/2014]


document_id: coa-1967
provision_ref: s63B
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 63B
title: Lodgment of documents in relation to allotment
content:
63B. —(1) Where shares are allotted by a company as fully or partly paid up otherwise than in cash and the allotment is made pursuant to a contract in writing, the company must lodge with the return of allotment the contract evidencing the entitlement of the allottee or a copy of any such contract certified as prescribed. [36/2014] (2) If a certified copy of a contract is lodged, the original contract duly stamped must if the Registrar so requests be produced at the same time to the Registrar. [36/2014] (3) Where shares are allotted as fully or partly paid up otherwise than in cash and the allotment is made — ( a ) pursuant to a contract not reduced to writing; ( b ) pursuant to a provision in the constitution; or ( c ) in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders, or in pursuance of the application of moneys held by the company in an account or reserve in paying up unissued shares to which the shareholders have become entitled, the company must lodge with the Registrar the document specified in subsection (4) within the time specified in subsection (5). [36/2014] (4) The document referred to in subsection (3) is — ( a ) a statement of prescribed particulars; or ( b ) in lieu of the statement, where the shares are allotted pursuant to a scheme of arrangement approved by the Court under section 210, a copy of the order of the Court. [36/2014] (5) The company must lodge the document specified in subsection (4) at the same time and together with the return of allotment. [36/2014] (6) If default is made in complying with this section, every officer of a company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250. [36/2014]


document_id: coa-1967
provision_ref: s63C
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 63C
title: Notice of increase in total amount paid up on shares
content:
63C. Where a private company issues any partly paid or unpaid share of any class and the company subsequently receives all or any part of the unpaid amount with respect to the share, the company must lodge with the Registrar a notice in the prescribed form with respect to the total amount of such payments and the increase in the total amount paid up on the relevant class of shares within 14 days after the payment. [36/2014]


document_id: coa-1967
provision_ref: s64
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 64
title: Rights and powers attaching shares
content:
64. —(1) Subject to subsections (2) and (3), sections 21 and 76J, and any written law to the contrary, a share in a company confers on the holder of the share the right to one vote on a poll at a meeting of the company on any resolution. [36/2014] (2) A company’s constitution may provide that a member is not entitled to vote unless all calls or other sums personally payable by the member in respect of shares in the company have been paid. [36/2014] (3) Subject to subsection (4) and section 64A, a right specified in subsection (1) may be negated, altered, or added to by the constitution of the company. [36/2014] (4) Despite subsection (3), the right of a holder of a specified share of a company to at least one vote on a poll at a meeting of the company on the following resolutions may not be negated or altered: ( a ) a resolution to wind up the company voluntarily under section 160 of the Insolvency, Restructuring and Dissolution Act 2018; or ( b ) a resolution to vary any right attached to a specified share and conferred on the holder. [36/2014; 40/2018] (5) In subsection (4), “specified share” means a share in the company, by whatever name called which, but for that subsection, does not entitle the holder thereof to the right to vote at a general meeting of the company. [36/2014] (6) This section does not operate so as to limit or derogate from the rights of any person under section 74. [36/2014]


document_id: coa-1967
provision_ref: s64A
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 64A
title: Issue of shares with different voting rights by public company
content:
64A. —(1) Different classes of shares in a public company may be issued only if — ( a ) the issue of the class or classes of shares is provided for in the constitution of the public company; and ( b ) the constitution of the public company sets out in respect of each class of shares the rights attached to that class of shares. [36/2014] (2) Without limiting subsection (1) but subject to the conditions of subsection (1)( a ) and ( b ), shares in a public company may — ( a ) confer special, limited, or conditional voting rights; or ( b ) not confer voting rights. [36/2014] (3) Despite anything in subsection (1) or (2), a public company must not undertake any issuance of shares in the public company that confers special, limited or conditional voting rights, or that confers no voting rights unless it is approved by the members of the public company by special resolution. [36/2014] (4) Where a public company has one or more classes of shares that confer special, limited or conditional voting rights, or that confer no voting rights, the notice of any general meeting required to be given to a person entitled to receive notice of the meeting must specify the special, limited or conditional voting rights, or the absence of voting rights, in respect of each such class of shares. [36/2014] (5) This section does not operate so as to limit or derogate from the rights of any person under section 74. [36/2014] (6) Nothing in this section affects the right of a private company, subject to its constitution, to issue shares of different classes, including shares conferring special, limited or conditional voting rights or no voting rights, as the case may be. [36/2014]


document_id: coa-1967
provision_ref: s65
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 65
title: Differences in calls and payments, etc.
content:
65. —(1) A company if so authorised by its constitution may — ( a ) make arrangements on the issue of shares for varying the amounts and times of payment of calls as between shareholders; ( b ) accept from any member the whole or a part of the amount remaining unpaid on any shares although no part of that amount has been called up; and ( c ) pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others. [36/2014] Reserve liability (2) A limited company may by special resolution determine that any portion of its share capital which has not been already called up is not capable of being called up except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital is not capable of being called up except in the event and for the purposes of the company being wound up, but no such resolution affects the rights of any person acquired before the passing of the resolution.


document_id: coa-1967
provision_ref: s66
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 66
title: Share warrants
content:
66. —(1) A company must not issue any share warrant stating that the bearer of the warrant is entitled to the shares therein specified and which enables the shares to be transferred by delivery of the warrant. (2) The bearer of a share warrant issued before 29 December 1967 is, in the 2‑year period after 1 July 2015, entitled to surrender it for cancellation and to have the bearer’s name entered in the register of members. [36/2014] (3) The company is responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant issued before 29 December 1967 in respect of the shares therein specified without the warrant being surrendered and cancelled. [36/2014] (4) A company must cancel any share warrant which is issued by a company before 29 December 1967 that is unaccounted for by the expiry of the 2‑year period mentioned in subsection (2), and the company is not responsible for any loss incurred by any person by reason of such cancellation. [36/2014]


document_id: coa-1967
provision_ref: s67
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 67
title: Use of share capital to pay expenses incurred in issue of new shares
content:
67. —(1) A company may use its share capital to pay any expenses (including brokerage or commission) incurred directly in the issue of new shares. [36/2014] (2) A payment made under subsection (1) is not to be taken as reducing the amount of share capital of the company. [36/2014]


document_id: coa-1967
provision_ref: s68
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 68
title: Issue of shares for no consideration
content:
68. A company having a share capital may issue shares for which no consideration is payable to the issuing company. [36/2014] 69. [ Repealed by Act 21 of 2005 ] 69A. [ Repealed by Act 21 of 2005 ] 69B. [ Repealed by Act 21 of 2005 ] 69C. [ Repealed by Act 21 of 2005 ] 69D. [ Repealed by Act 21 of 2005 ] 69E. [ Repealed by Act 21 of 2005 ] 69F. [ Repealed by Act 21 of 2005 ]


document_id: coa-1967
provision_ref: s70
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 70
title: Redeemable preference shares
content:
70. —(1) Subject to this section, a company having a share capital may, if so authorised by its constitution, issue preference shares which are, or at the option of the company are to be, liable to be redeemed and the redemption may be effected only on such terms and in such manner as is provided by the constitution. [36/2014] (2) [ Deleted by Act 36 of 2014 ] (3) The shares must not be redeemed unless they are fully paid up. (4) The shares must not be redeemed out of the capital of the company unless — ( a ) all the directors have made a solvency statement in relation to such redemption; and ( b ) the company has lodged a copy of the statement with the Registrar. (5) To avoid doubt, shares redeemed out of proceeds of a fresh issue of shares issued for the purpose of redemption are not to be treated as having been redeemed out of the capital of the company. [36/2014] (6) A private company may redeem any redeemable preference shares by lodging a prescribed notice of redemption with the Registrar. [36/2014] (7) A redemption of any redeemable preference shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] (8) If a public company redeems any redeemable preference shares, it must within 14 days after doing so give notice thereof to the Registrar specifying the shares redeemed. [36/2014]


document_id: coa-1967
provision_ref: s71
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 71
title: Power of company to alter its share capital
content:
71. —(1) Subject to subsections (1B) and (1C), a company, if so authorised by its constitution, may in general meeting alter its share capital in any one or more of the following ways: ( a ) [ Deleted by Act 21 of 2005 ] ( b ) consolidate and divide all or any of its share capital; ( c ) convert all or any of its paid‑up shares into stock and reconvert that stock into paid‑up shares; ( d ) subdivide its shares or any of them, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share is the same as it was in the case of the share from which the reduced share is derived; ( e ) cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled. [36/2014] (1A) A public company which alters its share capital may lodge with the Registrar a notice of the alteration in the prescribed form. [36/2014] (1B) A private company may alter its share capital by lodging a notice of alteration in the prescribed form with the Registrar. [36/2014] (1C) An alteration of share capital of a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] Cancellations (2) A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act. As to share capital of unlimited company on re‑registration (3) An unlimited company having a share capital may by any resolution passed for the purposes of section 30(1) — ( a ) increase the amount of its share capital by increasing the issue price of each of its shares, but subject to the condition that no part of the increased capital is capable of being called up except in the event and for the purposes of the company being wound up; and ( b ) in addition or alternatively, provide that a specified portion of its uncalled share capital is not capable of being called up except in the event and for the purposes of the company being wound up.


document_id: coa-1967
provision_ref: s72
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 72
title: Validation of shares improperly issued
content:
72. Where a company has purported to issue or allot shares and the creation, issue or allotment of those shares was invalid by reason of any provision of this or any other written law or of the constitution of the company or otherwise or the terms of issue or allotment were inconsistent with or unauthorised by any such provision the Court may, upon application made by the company or by a holder or mortgagee of any of those shares or by a creditor of the company and upon being satisfied that in all the circumstances it is just and equitable to do so, make an order validating the issue or allotment of those shares or confirming the terms of issue or allotment thereof or both and upon a copy of the order being lodged with the Registrar those shares are deemed to have been validly issued or allotted upon the terms of the issue or allotment thereof. [36/2014]


document_id: coa-1967
provision_ref: s73
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 73
title: Redenomination of shares
content:
73. —(1) A company having a share capital may by ordinary resolution convert its share capital or any class of shares from one currency to another currency. [36/2014] (2) A resolution under this section may authorise a company having a share capital to redenominate its share capital — ( a ) on more than one occasion; and ( b ) at a specified time or under specified circumstances. [36/2014] (3) The redenomination must be made at a spot rate of exchange specified in the resolution. [36/2014] (4) The rate mentioned in subsection (3) must be either — ( a ) a rate prevailing on a day specified in the resolution; or ( b ) a rate determined by taking the average of rates prevailing on each consecutive day of a period specified in the resolution. [36/2014] (5) The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed. [36/2014] (6) A resolution under this section may specify conditions which must be met before the redenomination takes effect. [36/2014] (7) Redenomination in accordance with a resolution under this section takes effect — ( a ) on the day on which the resolution is passed; or ( b ) on such later day as may be determined in accordance with the resolution. [36/2014] (8) A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed. [36/2014] (9) A company’s constitution may exclude or restrict the exercise of a power conferred by this section. [36/2014] (10) In this section and sections 73A and 73B, “redenomination” means the conversion of share capital or any class of shares from one currency to another. [36/2014]


document_id: coa-1967
provision_ref: s73A
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 73A
title: Effect of redenomination
content:
73A. —(1) A redenomination of shares does not affect — ( a ) any rights or obligations of members under the company’s constitution or any restrictions affecting members under the company’s constitution; or ( b ) any entitlement to dividends (including any entitlement to dividends in a particular currency), voting rights and liability in respect of amounts remaining unpaid on shares (including liability in a particular currency). [36/2014] (2) For the purposes of subsection (1), the reference to a company’s constitution includes the terms on which any shares of the company are allotted or held. [36/2014]


document_id: coa-1967
provision_ref: s73B
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 73B
title: Notice of redenomination
content:
73B. —(1) Within 14 days after passing a resolution under section 73, a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination. [36/2014] (2) The notice must include the following information with respect to the company’s share capital as redenominated by the resolution: ( a ) the total number of issued shares in the company; ( b ) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the company; ( c ) the total amount of the company’s issued share capital; and ( d ) for each class of shares — (i) the particulars specified in subsection (3); (ii) the total number of issued shares in the class; (iii) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the class; and (iv) the total amount of issued share capital of the class. [36/2014] (3) The particulars referred to in subsection (2)( d )(i) are — ( a ) particulars of any voting rights attached to shares in the class, including rights that arise only in certain circumstances; ( b ) particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution; ( c ) particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution (including on a winding up of the company); and ( d ) whether or not shares in the class are redeemable shares. [36/2014] (4) If default is made in complying with this section, 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 $4,000 and to a default penalty of $250. [36/2014]


document_id: coa-1967
provision_ref: s74
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 74
title: Rights of holders of classes of shares
content:
74. —(1) If, in the case of a company the share capital of which is divided into different classes of shares, provision is made by the constitution for authorising the variation or abrogation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and pursuant to that provision, the rights attached to any such class of shares are at any time varied or abrogated, the holders of not less in the aggregate than 5% of the total number of issued shares of that class may apply to the Court to have the variation or abrogation cancelled, and, if any such application is made, the variation or abrogation does not have effect until confirmed by the Court. [36/2014] (1A) For the purposes of subsection (1), any of the company’s issued shares held as treasury shares is to be disregarded. [36/2014] (2) An application is not invalid by reason of the applicants or any of them having consented to or voted in favour of the resolution for the variation or abrogation if the Court is satisfied that any material fact was not disclosed by the company to those applicants before they so consented or voted. (3) The application must be made within one month after the date on which the consent was given or the resolution was passed or such further time as the Court allows, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they appoint in writing for the purpose. (4) On the application the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, may, if satisfied having regard to all the circumstances of the case that the variation or abrogation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation or abrogation, as the case may be, and must, if not so satisfied, confirm it and the decision of the Court is final. (5) The company must, within 14 days after the making of an order by the Court on any such application, lodge a copy of the order with the Registrar and if default is made in complying with this provision 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. (6) The issue by a company of preference shares ranking pari passu with existing preference shares issued by the company is deemed to be a variation of the rights attached to those existing preference shares unless the issue of the firstmentioned shares was authorised by the terms of issue of the existing preference shares or by the constitution of the company in force at the time the existing preference shares were issued. [36/2014] (7) For the purposes of this section, the alteration of any provision in the constitution of a company which affects or relates to the manner in which the rights attaching to the shares of any class may be varied or abrogated is deemed to be a variation or abrogation of the rights attached to the shares of that class. [36/2014] (8) This section does not operate so as to limit or derogate from the rights of any person to obtain relief under section 216.


document_id: coa-1967
provision_ref: s74A
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 74A
title: Conversion of shares
content:
74A. —(1) Subject to this section and sections 64A and 75, a company the share capital of which is divided into different classes of shares may make provision in its constitution to authorise the conversion of one class of shares into another class of shares. [36/2014] (2) A public company may convert one class of shares ( A ) into another class of shares ( B ) by special resolution only if the constitution of the public company — ( a ) permits B to be issued; and ( b ) sets out the rights attached to B . [36/2014] (3) A private company may convert shares from one class to another by lodging a notice of conversion in the prescribed form with the Registrar. [36/2014] (4) A conversion of shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] (5) Section 74 applies where a conversion of shares undertaken by a company involves a variation or an abrogation of the rights attached to any class of shares in the company. [36/2014] (6) Despite anything in this section, a share that is not a redeemable preference share when issued cannot afterwards be converted into a redeemable preference share. [36/2014]


document_id: coa-1967
provision_ref: s75
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 75
title: Rights of holders of preference shares to be set out in constitution
content:
75. —(1) No company may allot any preference shares or convert any issued shares into preference shares unless there are set out in its constitution the rights of the holders of those shares with respect to repayment of capital, participation in surplus assets and profits, cumulative or non‑cumulative dividends, voting and priority of payment of capital and dividend in relation to other shares or other classes of preference shares. [36/2014] (2) 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.


document_id: coa-1967
provision_ref: s76
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76
title: Company financing dealings in its shares, etc.
content:
76. —(1) Except as otherwise expressly provided by this Act, a public company or a company whose holding company or ultimate holding company is a public company must not, whether directly or indirectly, give any financial assistance for the purpose of, or in connection with — ( a ) the acquisition by any person, whether before or at the same time as the giving of financial assistance, of — (i) shares or units of shares in the company; or (ii) shares or units of shares in a holding company or ultimate holding company (as the case may be) of the company; or ( b ) the proposed acquisition by any person of — (i) shares or units of shares in the company; or (ii) shares or units of shares in a holding company or ultimate holding company (as the case may be) of the company. [36/2014] (1A) Except as otherwise expressly provided by this Act, a company must not — ( a ) whether directly or indirectly, in any way — (i) acquire shares or units of shares in the company; or (ii) purport to acquire shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company; or ( b ) whether directly or indirectly, in any way, lend money on the security of — (i) shares or units of shares in the company; or (ii) shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company. [36/2014] (2) A reference in this section to the giving of financial assistance includes a reference to the giving of financial assistance by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise. (3) For the purposes of this section, a company is taken to have given financial assistance for the purpose of an acquisition or proposed acquisition referred to in subsection (1) (called in this subsection the relevant purpose) if — ( a ) the company gave the financial assistance for purposes that included the relevant purpose; and ( b ) the relevant purpose was a substantial purpose of the giving of the financial assistance. [36/2014] (4) For the purposes of this section, a company is taken to have given financial assistance in connection with an acquisition or proposed acquisition referred to in subsection (1) if, when the financial assistance was given to a person, the company was aware that the financial assistance would financially assist — ( a ) the acquisition by a person of shares or units of shares in the company; or ( b ) where shares in the company had already been acquired — the payment by a person of any unpaid amount of the subscription payable for the shares, or the payment of any calls on the shares. [36/2014] (5) If a company contravenes subsection (1) or (1A), the company shall not be guilty of an offence, despite section 407, but each 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 $20,000 or to imprisonment for a term not exceeding 3 years or to both. [36/2014] (6) Where a person is convicted of an offence under subsection (5) and the Court by which the person is convicted is satisfied that the company or another person has suffered loss or damage as a result of the contravention that constituted the offence, that Court may, in addition to imposing a penalty under that subsection, order the convicted person to pay compensation to the company or other person (as the case may be) of such amount as the Court specifies, and any such order may be enforced as if it were a judgment of the Court. (7) The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (6) from the liability to have such an order made against the person. (8) Nothing in subsection (1) or (1A) prohibits — ( a ) a distribution of a company’s assets by way of dividends lawfully made; ( aa ) a distribution in the course of a company’s winding up; ( b ) a payment made by a company pursuant to a reduction of capital in accordance with Division 3A of this Part; ( c ) the discharge by a company of a liability of the company that was incurred in good faith as a result of a transaction entered into on ordinary commercial terms; ( d ) anything done pursuant to an order of Court made under section 210; ( e ) anything done under an arrangement made pursuant to section 178 of the Insolvency, Restructuring and Dissolution Act 2018; ( f ) anything done under an arrangement made between a company and its creditors which is binding on the creditors by virtue of section 187 of the Insolvency, Restructuring and Dissolution Act 2018; ( g ) where a corporation is a borrowing corporation by reason that it is or will be under a liability to repay moneys received or to be received by it — (i) the giving, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of a guarantee in relation to the repayment of those moneys, whether or not the guarantee is secured by any charge over the property of that company; or (ii) the provision, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of security in relation to the repayment of those moneys; ( ga ) the giving by a company in good faith and in the ordinary course of commercial dealing of any representation, warranty or indemnity in relation to an offer to the public of, or an invitation to the public to subscribe for or purchase, shares or units of shares in that company; ( h ) the purchase by a company of shares in the company pursuant to an order of a Court; ( i ) the creation or acquisition, in good faith and in the ordinary course of commercial dealing, by a company of a lien on shares in the company (other than fully‑paid shares) for any amount payable to the company in respect of the shares; ( j ) the entering into, in good faith and in the ordinary course of commercial dealing, of an agreement by a company with a subscriber for shares in the company permitting the subscriber to make payments for the shares by instalments; ( k ) an allotment of bonus shares; ( l ) a redemption of redeemable shares of a company in accordance with the company’s constitution; or ( m ) the payment of some or all of the costs by a company listed on an approved exchange in Singapore or any securities exchange outside Singapore associated with a scheme, an arrangement or a plan under which any shareholder of the company may purchase or sell shares for the sole purpose of rounding off any odd‑lots which the shareholder owns, but nothing in this subsection — ( n ) is to be construed as implying that a particular act of a company would, but for this subsection, be prohibited by subsection (1) or (1A); or ( o ) is to be construed as limiting the operation of any rule of law permitting the giving of financial assistance by a company, the acquisition of shares or units of shares by a company or the lending of money by a company on the security of shares or units of shares. [36/2014; 4/2017; 40/2018] (8A) For the purposes of subsection (8)( m ) — ( a ) an “odd‑lot” means any amount of shares in the company which is less than the amount of shares constituting a board lot; ( b ) a “board lot” means a standard unit of trading of the securities exchange on which the company is listed; and ( c ) the reference to “rounding off any odd‑lots” includes an act by a shareholder, who owns only odd‑lots in a company, disposing all such odd‑lots. [36/2014] (9) Nothing in subsection (1) or (1A) prohibits — ( a ) the making of a loan, or the giving of a guarantee or the provision of security in connection with one or more loans made by one or more other persons, by a company in the ordinary course of its business where the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore and where — (i) the lending of money, or the giving of guarantees or the provision of security in connection with loans made by other persons, is done in the course of such activities; and (ii) the loan that is made by the company, or, where the guarantee is given or the security is provided in respect of a loan, that loan is made on ordinary commercial terms as to the rate of interest, the terms of repayment of principal and payment of interest, the security to be provided and otherwise; ( b ) the giving by a company of financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company to be held by or for the benefit of employees of the company or of a corporation that is related to the company, including any director holding a salaried employment or office in the company or in the corporation; or ( c ) the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G. [36/2014] (9A) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if — ( a ) the amount of the financial assistance, together with any other financial assistance given by the company under this subsection repayment of which remains outstanding, would not exceed 10% of the aggregate of — (i) the total paid‑up capital of the company; and (ii) the reserves of the company, as disclosed in the most recent financial statements of the company that comply with section 201; ( b ) the company receives fair value in connection with the financial assistance; ( c ) the board of directors of the company passes a resolution that — (i) the company should give the assistance; (ii) giving the assistance is in the best interests of the company; and (iii) the terms and conditions under which the assistance is given are fair and reasonable to the company; ( d ) the resolution sets out in full the grounds for the directors’ conclusions; ( e ) all the directors of the company make a solvency statement in relation to the giving of the financial assistance; ( f ) within 10 business days of providing the financial assistance, the company sends to each member a notice containing particulars of — (i) the class and number of shares or units of shares in respect of which the financial assistance was or is to be given; (ii) the consideration paid or payable for those shares or units of shares; (iii) the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner; and (iv) the nature and, if quantifiable, the amount of the financial assistance; and ( g ) not later than the business day next following the day when the notice mentioned in paragraph ( f ) is sent to members of the company, the company lodges with the Registrar a copy of that notice and a copy of the solvency statement mentioned in paragraph ( e ). [36/2014] (9B) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if — ( a ) the board of directors of the company passes a resolution that — (i) the company should give the assistance; (ii) giving the assistance is in the best interests of the compan


document_id: coa-1967
provision_ref: s76A
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76A
title: Consequences of company financing dealings in its shares, etc.
content:
76A. —(1) The following contracts or transactions made or entered into in contravention of section 76 are void: ( a ) a contract or transaction by which a company acquires or purports to acquire its own shares or units of its own shares, or shares or units of shares in its holding company or ultimate holding company, as the case may be; ( b ) a contract or transaction by which a company lends money on the security of its own shares or units of its own shares, or on the security of shares or units of shares in its holding company or ultimate holding company, as the case may be. [36/2014] (1A) Subsection (1) does not apply to a disposition of book‑entry securities, but a Court, on being satisfied that a disposition of book‑entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1). [36/2014] (2) Subject to subsection (1), a contract or transaction made or entered into in contravention of section 76, or a contract or transaction related to such contract or transaction, is voidable at the option of the company. The company may, subject to the following provisions of this section, avoid any contract or transaction to which this subsection applies by giving written notice to the other party or parties to the contract or transaction. (3) The Court may, on the application of a member of a company, a holder of debentures of a company, a trustee for the holders of debentures of a company or a director of a company, by order, authorise the member, holder of debentures, trustee or director to give a notice or notices under subsection (2) in the name of the company. (4) Where — ( a ) a company makes or performs a contract, or engages in a transaction; ( b ) the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or the contract or transaction is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section; and ( c ) the Court is satisfied, on the application of the company or of any other person, that the company or that other person has suffered, or is likely to suffer, loss or damage as a result of — (i) the making or performance of the contract or the engaging in of the transaction; (ii) the making or performance of a related contract or the engaging in of a related transaction; (iii) the contract or transaction being void by reason of subsection (1) or avoided under subsection (2); or (iv) a related contract or transaction being void by reason of subsection (1) or avoided under subsection (2), the Court may make such order or orders as it thinks just and equitable (including, without limiting the generality of the foregoing, all or any of the orders mentioned in subsection (5)) against any party to the contract or transaction or to the related contract or transaction, or against the company or against any person who aided, abetted, counselled or procured, or was, by act or omission, in any way, directly or indirectly, knowingly concerned in or party to the contravention. (5) The orders that may be made under subsection (4) include — ( a ) an order directing a person to refund money or return property to the company or to another person; ( b ) an order directing a person to pay to the company or to another person a specified amount of the loss or damage suffered by the company or other person; and ( c ) an order directing a person to indemnify the company or another person against any loss or damage that the company or other person may suffer as a result of the contract or transaction or as a result of the contract or transaction being or having become void. (6) If a certificate signed by not less than 2 directors, or by a director and a secretary, of a company stating that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be), inclusive, have been complied with in relation to the proposed giving by the company of financial assistance for the purposes of an acquisition or proposed acquisition by a person of shares or units in the company or in a holding company or ultimate holding company (as the case may be) of the company is given to a person — ( a ) the person to whom the certificate is given is not under any liability to have an order made against the person under subsection (4) by reason of any contract made or performed, or any transaction engaged in, by the person in reliance on the certificate; and ( b ) any such contract or transaction is not invalid, and is not voidable under subsection (2), by reason that the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section. [36/2014] (7) Subsection (6) does not apply in relation to a person to whom a certificate is given under that subsection in relation to a contract or transaction if the Court, on application by the company concerned or any other person who has suffered, or is likely to suffer, loss or damage as a result of the making or performance of the contract or the engaging in of the transaction, or the making or performance of a related contract or the engaging in of a related transaction, by order, declares that it is satisfied that the person to whom the certificate was given became aware before the contract was made or the transaction was engaged in that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) had not been complied with in relation to the financial assistance to which the certificate related. [36/2014] (8) For the purposes of subsection (7), a person is, in the absence of proof to the contrary, deemed to have been aware at a particular time of any matter of which an employee or agent of the person having duties or acting on behalf of the person in relation to the relevant contract or transaction was aware at the time. (9) In any proceeding, a document purporting to be a certificate given under subsection (6) is, in the absence of proof to the contrary, deemed to be such a certificate and to have been duly given. (10) A person who has possession of a certificate given under subsection (6) is, in the absence of proof to the contrary, deemed to be the person to whom the certificate was given. (11) If a person signs a certificate stating that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) have been complied with in relation to the proposed giving by a company of financial assistance and any of those requirements had not been complied with in respect of the proposed giving of that assistance at the time when the certificate was signed by that person, the person 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. [36/2014] (12) It is a defence to a prosecution for an offence under subsection (11) if the defendant proves that at the time when the defendant signed the certificate he or she believed on reasonable grounds that all the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) had been complied with in respect of the proposed giving of financial assistance to which the certificate relates. [36/2014] (13) The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability mentioned in that section extends to relieving a person against whom an order may be made under subsection (4) from the liability to have such an order made against the person. (14) If a company makes a contract or engages in a transaction under which it gives financial assistance as mentioned in section 76(1) or lends money as mentioned in section 76(1A)( b ), any contract or transaction made or engaged in as a result of or by means of, or in relation to, that financial assistance or money is deemed for the purposes of this section to be related to the firstmentioned contract or transaction. [36/2014] (15) Any rights or liabilities of a person under this section (including rights or liabilities under an order made by the Court under this section) are in addition to and not in derogation of any rights or liabilities of that person apart from this section but, where there would be any inconsistency between the rights and liabilities of a person under this section or under an order made by the Court under this section and the rights and liabilities of that person apart from this section, the provisions of this section or of the order made by the Court prevails.


document_id: coa-1967
provision_ref: s76B
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76B
title: Company may acquire its own shares
content:
76B. —(1) Despite section 76, a company may, in accordance with this section and sections 76C to 76G, purchase or otherwise acquire shares issued by it if it is expressly permitted to do so by its constitution. [36/2014] (2) This section and sections 76C to 76G apply to ordinary shares, stocks and preference shares. (3) The total number of ordinary shares and stocks in any class that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of ordinary shares and stocks of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E unless — ( a ) the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or ( b ) the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company. [36/2014] (3A) Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of ordinary shares and stocks of the company in any class is, despite subsection (3)( a ) and ( b ), taken to be the total number of ordinary shares and stocks of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be. (3B) The total number of preference shares in any class which are not redeemable under section 70 that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of non‑redeemable preference shares of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E, unless — ( a ) the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or ( b ) the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company. [36/2014] (3C) Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of non‑redeemable preference shares of the company in any class is, despite subsection (3B)( a ) and ( b ), taken to be the total number of non‑redeemable preference shares of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be. (3D) There is no limit on the number of redeemable preference shares that may be purchased or acquired by a company during the relevant period. (3E) For the purposes of this section, any of the company’s ordinary shares held as treasury shares is to be disregarded. (4) In subsections (3), (3B) and (3D), “relevant period” means the period — ( a ) commencing from the date of a resolution passed pursuant to section 76C, 76D, 76DA or 76E (as the case may be); and ( b ) expiring on the date the next annual general meeting is or is required by law to be held, whichever is the earlier. [36/2014] (5) Ordinary shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are, unless held in treasury in accordance with section 76H, deemed to be cancelled immediately on purchase or acquisition. (5A) Preference shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are deemed to be cancelled immediately on purchase or acquisition. (6) On the cancellation of a share under subsection (5) or (5A), the rights and privileges attached to that share expire. (7) A private company may purchase or acquire any of its shares under section 76C, 76D, 76DA or 76E by lodging the following with the Registrar: ( a ) a copy of a resolution mentioned in section 76C, 76D, 76DA or 76E; ( b ) a notice of purchase or acquisition in the prescribed form with the following particulars: (i) the date of the purchase or acquisition; (ii) the number of shares purchased or acquired; (iii) the number of shares cancelled; (iv) the number of shares held as treasury shares; (v) the company’s issued share capital before the purchase or acquisition; (vi) the company’s issued share capital after the purchase or acquisition; (vii) the amount of consideration paid by the company for the purchase or acquisition of the shares; (viii) whether the shares were purchased or acquired out of the profits or the capital of the company; (ix) such other particulars as may be required in the prescribed form. [36/2014] (8) A purchase or acquisition by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] (9) Where a public company purchases or acquires shares issued by it under section 76C, 76D, 76DA or 76E — ( a ) within 30 days after the passing of a resolution mentioned in section 76C, 76D, 76DA or 76E (as the case may be) the directors of the company must lodge with the Registrar a copy of the resolution; ( b ) within 30 days after the purchase or acquisition of the shares, the directors of the company must lodge a notice of purchase or acquisition in the prescribed form with the following particulars: (i) the date of the purchase or acquisition; (ii) the number of shares purchased or acquired; (iii) the number of shares cancelled; (iv) the number of shares held as treasury shares; (v) the company’s issued share capital before the purchase or acquisition; (vi) the company’s issued share capital after the purchase or acquisition; (vii) the amount of consideration paid by the company for the purchase or acquisition of the shares; (viii) whether the shares were purchased or acquired out of the profits or the capital of the company; (ix) such other particulars as may be required in the prescribed form; and ( c ) for the purposes of this section, shares are deemed to be purchased or acquired on the date on which the company would, apart from subsection (5), become entitled to exercise the rights attached to the shares. [36/2014] (10) Nothing in this section or in sections 76C to 76G is to be construed so as to limit or affect an order of the Court made under any section that requires a company to purchase or acquire its own shares.


document_id: coa-1967
provision_ref: s76C
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76C
title: Authority for off‑market acquisition on equal access scheme
content:
76C. —(1) A company, whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, may make a purchase or acquisition of its own shares otherwise than on an approved exchange in Singapore or any securities exchange outside Singapore (called in this section an off‑market purchase) if the purchase or acquisition is made in accordance with an equal access scheme authorised in advance by the company in general meeting. [36/2014; 4/2017] (2) The notice specifying the intention to propose the resolution to authorise an off‑market purchase must — ( a ) specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or acquired; ( b ) determine the maximum price which may be paid for the shares; ( c ) specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and ( d ) specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position. [36/2014] (3) The resolution authorising an off‑market purchase mentioned in subsection (2) must state the particulars referred to in subsection (2)( a ), ( b ) and ( c ). (4) The authority for an off‑market purchase referred to in subsection (2) may, from time to time, be varied or revoked by the company in general meeting. (5) A resolution to confer or vary the authority for an off‑market purchase under this section may determine the maximum price for purchase or acquisition by — ( a ) specifying a particular sum; or ( b ) providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. (6) For the purposes of this section and sections 76D and 76DA, an “equal access scheme” means a scheme which satisfies all the following conditions: ( a ) the offers under the scheme are to be made to every person who holds shares to purchase or acquire the same percentage of their shares; ( b ) all of those persons have a reasonable opportunity to accept the offers made to them; ( c ) the terms of all the offers are the same except that there must be disregarded — (i) differences in consideration attributable to the fact that the offers relate to shares with different accrued dividend entitlements; (ii) differences in consideration attributable to the fact that the offers relate to shares with different amounts remaining unpaid; and (iii) differences in the offers introduced solely to ensure that each member is left with a whole number of shares.


document_id: coa-1967
provision_ref: s76D
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76D
title: Authority for selective off‑market acquisition
content:
76D. —(1) A company may make a purchase or acquisition of its own shares otherwise than on a securities exchange and not in accordance with an equal access scheme (called in this section a selective off‑market purchase) if the purchase or acquisition is made in accordance with an agreement authorised in advance under subsection (2). [36/2014] (2) The terms of the agreement for a selective off‑market purchase must be authorised by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons, and subsections (3) to (13) apply with respect to that authority and to resolutions conferring it. (3) The notice specifying the intention to propose a special resolution to authorise an agreement for a selective off‑market purchase must — ( a ) specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and ( b ) specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position. (4) The special resolution authorising a selective off‑market purchase mentioned in subsection (2) must state the expiry date referred to in subsection (3)( a ). (4A) If the special resolution mentioned in subsection (2) is proposed to be passed by written means under section 184A — ( a ) a person whose shares are proposed to be purchased or acquired or any of the person’s associated persons is not to be regarded as a member having the right to vote on the resolution at a general meeting of the company for the purposes of section 184A; ( b ) subsection (7) does not apply; but all documents referred to in this section must be given to all members having the right to vote on the resolution at a general meeting for the purposes of section 184A at or before the time — (i) agreement to the resolution is sought in accordance with section 184C; or (ii) documents referred to in section 183(3A) in respect of the resolution are served on or made accessible to them in accordance with section 183(3A), as the case may be. (5) The authority referred to in subsection (2) may, from time to time, be varied or revoked by a special resolution with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons. (6) For the purposes of subsections (2) and (5) — ( a ) a member or any of the member’s associated persons who holds any of the shares to which the resolution relates is regarded as exercising the voting rights carried by those shares not only if the member or person votes in respect of them on a poll on the question whether the resolution should be passed, but also if the member or person votes on the resolution otherwise than on a poll; ( b ) despite anything in the company’s constitution, any member of the company may demand a poll on that question; and ( c ) a vote and a demand for a poll by a person as proxy for a member or any of the member’s associated persons are the same respectively as a vote and a demand by the member. [36/2014] (7) The special resolution mentioned in subsection (2) is not effective for the purposes of this section unless (if the proposed agreement is in writing) a copy of the agreement or (if not) a written memorandum of its terms is available for inspection by members of the company both — ( a ) at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and ( b ) at the meeting itself. (8) A memorandum of terms so made available must include the names of any members holding shares to which the agreement relates and where a member holds such shares as nominee for another person, the name of that other person; and a copy of the agreement so made available must have annexed to it a written memorandum specifying any such names which do not appear in the agreement itself. (9) A company may agree to a variation of an existing agreement so approved, but only if the variation is authorised, before it is agreed to, by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons. (10) Subsections (3) to (7) apply to the authority for a proposed variation as they apply to the authority for a proposed agreement except that a copy of the original agreement or (as the case may require) a memorandum of its terms, together with any variations previously made, must also be available for inspection in accordance with subsection (7). (11) The rights of a company under an agreement for a selective off‑market purchase approved under this section are not capable of being assigned except by order of the Court made pursuant to any provision of this Act or any other written law. (12) An agreement by a company to release its rights under an agreement for a selective off‑market purchase approved under this section is void unless the terms of the release agreement are approved in advance before the agreement is entered into by a special resolution of the company with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons; and subsections (3) to (7) apply to the approval for a proposed release agreement as they apply to authority for the proposed variation of an existing agreement. (13) A resolution to confer or vary authority for a selective off‑market purchase under this section may determine the maximum price for purchase or acquisition by — ( a ) specifying a particular sum; or ( b ) providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. (14) In this section, “associated person”, in relation to a person, means — ( a ) the person’s spouse, child or stepchild; or ( b ) a person who would, by virtue of section 7(5), be treated as an associate of the firstmentioned person.


document_id: coa-1967
provision_ref: s76DA
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76DA
title: Contingent purchase contract
content:
76DA. —(1) A company may, whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, make a purchase or acquisition of its own shares under a contingent purchase contract if the proposed contingent purchase contract is authorised in advance by a special resolution of the company. [36/2014; 4/2017] (2) Subject to subsection (3), the authority under subsection (1) may, from time to time, be varied or revoked by a special resolution of the company. (3) The notice specifying the intention to propose a special resolution to authorise a contingent purchase contract must specify a date on which the authority is to expire and that date must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier. (4) The special resolution mentioned in subsection (1) is invalid for the purposes of this section unless a copy of the proposed contingent purchase contract is available for inspection by members of the company — ( a ) at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and ( b ) at the meeting itself. (5) A company may agree to a variation of an existing contingent purchase contract so approved if, and only if, the variation is authorised, before it is agreed to, by a special resolution of the company. (6) Subsections (2), (3) and (4) apply to the authority for a proposed variation as they apply to the authority for a proposed contingent purchase contract, except that a copy of the original contract, together with any variations previously made, must also be available for inspection in accordance with subsection (4). (7) The company may only make an offer to enter into a contingent purchase contract in accordance with all of the following conditions: ( a ) the offer must be made to every person who holds shares of the same class in the company; ( b ) the number of shares that a company is obliged or entitled to purchase or acquire under the contract from any person, in relation to the total number of shares of the same class held by that person, must be of the same proportion for every person who holds shares of that class to whom the offer is made; ( c ) the terms of all offers in respect of each class of shares must be the same. (8) To avoid doubt, the company may purchase or acquire shares under a contingent purchase contract from any person whether or not the offer to enter into the contract was originally made to the person. (9) In this section, “contingent purchase contract” means a contract entered into by a company and relating to any of its shares — ( a ) which does not amount to a contract to purchase or acquire those shares; but ( b ) under which the company may (subject to any condition) become entitled or obliged to purchase or acquire those shares.


document_id: coa-1967
provision_ref: s76E
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76E
title: Authority for market acquisition
content:
76E. —(1) A company must not make a purchase or acquisition of its own shares on a securities exchange (called in this section a market purchase) unless the purchase or acquisition has been authorised in advance by the company in general meeting. (2) The notice specifying the intention to propose the resolution to authorise a market purchase must — ( a ) specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or acquired; ( b ) determine the maximum price which may be paid for the shares; ( c ) specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and ( d ) specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position. [36/2014] (3) The authority for a market purchase may be unconditional or subject to conditions and must state the particulars referred to in subsection (2)( a ), ( b ) and ( c ). (4) The authority for a market purchase may, from time to time, be varied or revoked by the company in general meeting but the variation must comply with subsections (2) and (3). (5) A resolution to confer or vary authority for a market purchase under this section may determine the maximum price for purchase or acquisition by — ( a ) specifying a particular sum; or ( b ) providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion.


document_id: coa-1967
provision_ref: s76F
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76F
title: Payments to be made only if company is solvent
content:
76F. —(1) A payment made by a company in consideration of — ( a ) acquiring any right with respect to the purchase or acquisition of its own shares in accordance with section 76C, 76D, 76DA or 76E; ( b ) the variation of an agreement approved under section 76D or 76DA; or ( c ) the release of any of the company’s obligations with respect to the purchase or acquisition of any of its own shares under an agreement approved under section 76D or 76DA, may be made out of the company’s capital or profits so long as the company is solvent. (1A) A payment referred to in subsection (1)( a ) includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition by the company of its own shares. [36/2014] (2) If the requirements in subsection (1) are not satisfied in relation to an agreement — ( a ) in a case within subsection (1)( a ) — no purchase or acquisition by the company of its own shares pursuant to that agreement is lawful; ( b ) in a case within subsection (1)( b ) — no such purchase or acquisition following the variation is lawful; and ( c ) in a case within subsection (1)( c ) — the purported release is void. (3) Every director or chief executive officer of a company who approves or authorises, the purchase or acquisition of the company’s own shares or the release of obligations, knowing that the company is not solvent shall, without affecting any other liability, 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. [36/2014] (4) For the purposes of this section, a company is solvent if at the date of the payment mentioned in subsection (1) the following conditions are satisfied: ( a ) there is no ground on which the company could be found to be unable to pay its debts; ( b ) if — (i) it is intended to commence winding up of the company within the period of 12 months immediately after the date of the payment, the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or (ii) it is not intended so to commence winding up, the company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of the payment; ( c ) the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed purchase, acquisition, variation or release (as the case may be), become less than the value of its liabilities (including contingent liabilities). [36/2014]


document_id: coa-1967
provision_ref: s76G
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76G
title: Reduction of capital or profits or both on cancellation of repurchased shares
content:
76G. —(1) Where under section 76C, 76D, 76DA or 76E, shares of a company are purchased or acquired, and cancelled under section 76B(5), the company must — ( a ) reduce the amount of its share capital where the shares were purchased or acquired out of the capital of the company; ( b ) reduce the amount of its profits where the shares were purchased or acquired out of the profits of the company; or ( c ) reduce the amount of its share capital and profits proportionately where the shares were purchased or acquired out of both the capital and the profits of the company, by the total amount of the purchase price paid by the company for the shares cancelled. [36/2014] (2) For the purpose of subsection (1), the total amount of the purchase price referred to in that subsection includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition of the shares of a company which is paid out of the company’s capital or profits under section 76F(1). [36/2014]


document_id: coa-1967
provision_ref: s76H
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76H
title: Treasury shares
content:
76H. —(1) Where ordinary shares or stocks are purchased or otherwise acquired by a company in accordance with sections 76B to 76G, the company may — ( a ) hold the shares or stocks (or any of them); or ( b ) deal with any of them, at any time, in accordance with section 76K. (2) Where ordinary shares or stocks are held under subsection (1)( a ) then, for the purposes of section 190 (Register and index of members) and section 196A (Electronic register of members), the company must be entered in the register as the member holding those shares or stocks. [36/2014]


document_id: coa-1967
provision_ref: s76I
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76I
title: Treasury shares: maximum holdings
content:
76I. —(1) Where a company has shares of only one class, the aggregate number of shares held as treasury shares must not at any time exceed 10% of the total number of shares of the company at that time. (2) Where the share capital of a company is divided into shares of different classes, the aggregate number of the shares of any class held as treasury shares must not at any time exceed 10% of the total number of the shares in that class at that time. (3) Where subsection (1) or (2) is contravened by a company, the company must dispose of or cancel the excess shares in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow. (4) In subsection (3), “the excess shares” means such number of the shares, held by the company as treasury shares at the time in question, as resulted in the limit being exceeded.


document_id: coa-1967
provision_ref: s76J
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76J
title: Treasury shares: voting and other rights
content:
76J. —(1) This section applies to shares which are held by a company as treasury shares. (2) The company must not exercise any right in respect of the treasury shares and any purported exercise of such a right is void. (3) The rights to which subsection (2) applies include any right to attend or vote at meetings (including meetings under section 210) and for the purposes of this Act, the company is to be treated as having no right to vote and the treasury shares are to be treated as having no voting rights. (4) No dividend may be paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding up) may be made, to the company in respect of the treasury shares. (5) Nothing in this section is to be taken as preventing — ( a ) an allotment of shares as fully paid bonus shares in respect of the treasury shares; or ( b ) the subdivision or consolidation of any treasury share into treasury shares of a greater or smaller number, if the total value of the treasury shares after the subdivision or consolidation is the same as the total value of the treasury share before the subdivision or consolidation, as the case may be. [36/2014] (6) Any shares allotted as fully paid bonus shares in respect of the treasury shares are to be treated for the purposes of this Act as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied.


document_id: coa-1967
provision_ref: s76K
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 76K
title: Treasury shares: disposal and cancellation
content:
76K. —(1) Subject to subsection (1A), where shares are held by a private company as treasury shares, the company may at any time — ( a ) sell the shares (or any of them) for cash; ( b ) transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for employees, directors or other persons; ( c ) transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; ( d ) cancel the shares (or any of them); or ( e ) sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe. [36/2014] (1A) A private company may cancel or dispose of treasury shares pursuant to subsection (1) by lodging a prescribed notice of the cancellation or disposal of treasury shares with the Registrar together with the prescribed fee. [36/2014] (1B) A cancellation or disposal of treasury shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] (1C) Where shares are held by a public company as treasury shares, the company may at any time — ( a ) sell the shares (or any of them) for cash; ( b ) transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for its employees, directors or other persons; ( c ) transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; ( d ) cancel the shares (or any of them); or ( e ) sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe. [36/2014] (1D) Where a public company cancels or disposes treasury shares in accordance with subsection (1C), the directors of the company must lodge with the Registrar a prescribed notice of the cancellation or disposal of treasury shares together with the prescribed fee within 30 days after the cancellation or disposal of treasury shares. [36/2014] (2) In subsections (1)( a ) and (1C)( a ), “cash”, in relation to a sale of shares by a company, means — ( a ) cash (including foreign currency) received by the company; ( b ) a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid; ( c ) a release of a liability of the company for a liquidated sum; or ( d ) an undertaking to pay cash to the company on or before a date not more than 90 days after the date on which the company agrees to sell the shares. [36/2014] (3) But if the company receives a notice under section 215 (Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority) that a person desires to acquire any of the shares, the company must not, under subsection (1) or (1C) (as the case may be), sell or transfer the shares to which the notice relates except to that person. [36/2014] (4) The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) or (1C) (as the case may be) without complying with section 78B (Reduction of share capital by private company), 78C (Reduction of share capital by public company) or 78I (Court order approving reduction). [36/2014]


document_id: coa-1967
provision_ref: s77
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 77
title: Options over unissued shares
content:
77. —(1) An option granted after 29 December 1967 by a public company which enables any person to take up unissued shares of the company after a period of 5 years has elapsed from the date on which the option was granted is void. (1A) An option granted on or after 18 November 1998 by a public company which enables any employee of that company or its related corporation (including any director holding a salaried office or employment in that company or corporation) to take up unissued shares of the company after a period of 10 years has elapsed from the date on which the option was granted is void and subsection (1) does not apply to such an option. (2) Subsection (1) or (1A) does not apply in any case where the holders of debentures have an option to take up shares of the company by way of redemption of the debentures.


document_id: coa-1967
provision_ref: s78
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78
title: Power of company to pay interest out of capital in certain cases
content:
78. Where any shares of a company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a long period, the company may pay interest on so much of such share capital (except treasury shares) as is for the time being paid up and charge the interest so paid to capital as part of the cost of the construction or provision but — ( a ) no such payment may be made unless it is authorised, by the constitution or by special resolution, and is approved by the Court; ( b ) before approving any such payment, the Court may at the expense of the company appoint a person to inquire and report as to the circumstances of the case, and may require the company to give security for the payment of the costs of the inquiry; ( c ) the payment is to be made only for such period as is determined by the Court, but in no case extending beyond a period of 12 months after the works or buildings have been actually completed or the plant provided; ( d ) the rate of interest must in no case exceed 5% per annum or such other rate as is for the time being prescribed; and ( e ) the payment of the interest does not operate as a reduction of the amount paid up on the shares in respect of which it is paid. [36/2014] Division 3A &#x2014; Reduction of share capital


document_id: coa-1967
provision_ref: s78A
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78A
title: Preliminary
content:
78A. —(1) A company may reduce its share capital under the provisions of this Division in any way and, in particular, do all or any of the following: ( a ) extinguish or reduce the liability on any of its shares in respect of share capital not paid up; ( b ) cancel any paid‑up share capital which is lost or unrepresented by available assets; ( c ) return to shareholders any paid‑up share capital which is more than it needs. (2) A company may not reduce its share capital in any way except by a procedure provided for it by the provisions of this Division. (3) A company’s constitution may exclude or restrict any power to reduce share capital conferred on the company by this Division. [36/2014] (4) In this Division — “reduction information”, in relation to a proposed reduction of share capital by a special resolution of a company, means the following information: ( a ) the amount of the company’s share capital that is thereby reduced; ( b ) the number of shares that are thereby cancelled; “resolution date”, in relation to a resolution, means the date when the resolution is passed. [36/2014] (5) This Division does not apply to an unlimited company, and does not preclude such a company from reducing in any way its share capital. (5A) This Division does not apply to any redemption of preference shares issued by a company under section 70(1) which results in a reduction in the company’s share capital. [36/2014] (6) This Division does not apply to the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G.


document_id: coa-1967
provision_ref: s78B
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78B
title: Reduction of share capital by private company
content:
78B. —(1) A private company limited by shares may reduce its share capital in any way by a special resolution if the company — ( a ) [ Deleted by Act 36 of 2014 ] ( b ) meets the solvency requirements; and ( c ) meets such publicity requirements as may be prescribed by the Minister, but the resolution and the reduction of the share capital take effect only as provided by section 78E. [36/2014] (2) Despite subsection (1), the company need not meet the solvency requirements if the reduction of share capital does not involve any of the following: ( a ) a reduction or distribution of cash or other assets by the company; ( b ) a release of any liability owed to the company. [36/2014] (3) For the purposes of subsection (1), the company meets the solvency requirements if — ( a ) all the directors of the company make a solvency statement in relation to the reduction of capital; and ( b ) the statement is made — (i) in time for subsection (4)( a ) to be complied with; but (ii) not before the beginning of the period of 20 days ending with the resolution date. [21/2005; 36/2014] (4) Unless subsection (2) applies, the company — ( a ) must — (i) if the resolution for reducing share capital is a special resolution to be passed by written means under section 184A — ensure that every copy of the resolution served under section 183(3A) or 184C(1) (as the case may be) is accompanied by a copy of the solvency statement; or (ii) if the resolution is a special resolution to be passed in a general meeting — throughout that meeting make the solvency statement or a copy of it available for inspection by the members at that meeting; and ( b ) must, throughout the 6 weeks beginning with the resolution date, make the solvency statement or a copy of it available at the company’s registered office for inspection free of charge by any creditor of the company. (5) The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence. (6) Any requirement under subsection (4)( b ) ceases if the resolution is revoked.


document_id: coa-1967
provision_ref: s78C
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78C
title: Reduction of share capital by public company
content:
78C. —(1) A public company may reduce its share capital in any way by a special resolution if the company — ( a ) [ Deleted by Act 36 of 2014 ] ( b ) meets the solvency requirements; and ( c ) meets such publicity requirements as may be prescribed by the Minister, but the resolution and the reduction of the share capital take effect only as provided by section 78E. (2) Despite subsection (1), the company need not meet the solvency requirements if the reduction of share capital does not involve any of the following: ( a ) a reduction or distribution of cash or other assets by the company; ( b ) a release of any liability owed to the company. [36/2014] (3) The company meets the solvency requirements if — ( a ) all the directors of the company make a solvency statement in relation to the reduction of share capital; ( b ) the statement is made — (i) in time for subsection (4)( a ) to be complied with; but (ii) not before the beginning of the period of 30 days ending with the resolution date; and ( c ) a copy of the solvency statement is lodged with the Registrar, together with the copy of the resolution required to be lodged with the Registrar under section 186, within 15 days beginning with the resolution date. [36/2014] (4) Unless subsection (2) applies, the company must — ( a ) throughout the meeting at which the resolution is to be passed — make the solvency statement or a copy of it available for inspection by the members at the meeting; and ( b ) throughout the 6 weeks beginning with the resolution date — make the solvency statement or a copy of it available at the company’s registered office for inspection free of charge by any creditor of the company. (5) The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence. (6) Any requirement under subsection (3)( c ) or (4)( b ) ceases if the resolution is revoked.


document_id: coa-1967
provision_ref: s78D
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78D
title: Creditor’s right to object to company’s reduction
content:
78D. —(1) This section applies where a company has passed a special resolution for reducing share capital under section 78B or 78C. (2) Any creditor of the company to which this subsection applies may, at any time during the 6 weeks beginning with the resolution date, apply to the Court for the resolution to be cancelled. (3) Subsection (2) applies to a creditor of the company who, at the date of the creditor’s application to the Court, is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company. (4) When an application is made under subsection (2) — ( a ) the creditor must as soon as possible serve the application on the company; and ( b ) the company must as soon as possible give to the Registrar notice of the application.


document_id: coa-1967
provision_ref: s78E
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78E
title: Position at end of period for creditor objections
content:
78E. —(1) Where — ( a ) a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)( c ) and the solvency requirements under section 78B(3) (if applicable); and ( b ) no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date, for the reduction of share capital to take effect, the company must lodge with the Registrar — ( c ) a copy of the resolution in accordance with section 186; and ( d ) the following documents after the end of 6 weeks, and before the end of 8 weeks, beginning with the resolution date: (i) a copy of the solvency statement under section 78B(3) (if applicable); (ii) a statement made by the directors confirming that the requirements under section 78B(1)( c ) and the solvency requirements under section 78B(3) (if applicable) have been complied with, and that no application for cancellation of the resolution has been made; (iii) a notice containing the reduction information. [36/2014] (2) Where — ( a ) a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)( c ) and the solvency requirements (if applicable) under section 78C(3); and ( b ) no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date, for the reduction of share capital to take effect, the company must lodge with the Registrar the following documents after the end of 6 weeks, and before the end of 8 weeks, beginning with the resolution date: ( c ) a statement made by the directors confirming that the requirements under section 78C(1)( c ) and the solvency requirements under section 78C(3) (if applicable) have been complied with, and that no application for cancellation of the resolution has been made; ( d ) a notice containing the reduction information. [36/2014] (3) Where — ( a ) a private company passes a special resolution for reducing its share capital and meets the requirements under section 78B(1)( c ) and the solvency requirements under section 78B(3) (if applicable); but ( b ) during the 6 weeks beginning with the resolution date, one or more applications for cancellation of the resolution are made under section 78D(2), for the reduction of share capital to take effect, the following conditions must be satisfied: ( c ) the company has complied with section 78D(4)( b ) (notification to Registrar) in relation to all such applications; ( d ) the proceedings in relation to each such application have been brought to an end — (i) by the dismissal of the application under section 78F; or (ii) without determination (for example, because the application has been withdrawn); ( e ) the company has, within 15 days beginning with the date on which the last such proceedings were brought to an end in accordance with paragraph ( d ), lodged with the Registrar — (i) a statement made by the directors confirming that the requirements under section 78B(1)( c ), the solvency requirements under section 78B(3) (if applicable) and section 78D(4)( b ) have been complied with, and that the proceedings in relation to each such application have been brought to an end by the dismissal of the application or without determination; (ii) in relation to each such application which has been dismissed by the Court, a copy of the order of the Court dismissing the application; and (iii) a notice containing the reduction information. [36/2014] (4) Where — ( a ) a public company passes a special resolution for reducing its share capital and meets the requirements under section 78C(1)( c ) and the solvency requirements under section 78C(3) (if applicable); but ( b ) during the 6 weeks beginning with the resolution date, one or more applications for cancellation of the resolution are made under section 78D(2), for the reduction of capital to take effect, the following conditions must be satisfied: ( c ) the company has complied with section 78D(4)( b ) (notification to Registrar) in relation to all such applications; ( d ) the proceedings in relation to each such application have been brought to an end — (i) by the dismissal of the application under section 78F; or (ii) without determination (for example, because the application has been withdrawn); ( e ) the company has, within 15 days beginning with the date on which the last such proceedings were brought to an end in accordance with paragraph ( d ), lodged with the Registrar — (i) a statement made by the directors confirming that the requirements under section 78C(1)( c ), the solvency requirements under section 78C(3) (if applicable) and section 78D(4) have been complied with, and that the proceedings in relation to each such application have been brought to an end by the dismissal of the application or without determination; (ii) in relation to each such application which has been dismissed by the Court, a copy of the order of the Court dismissing the application; and (iii) a notice containing the reduction information. [36/2014] (5) The resolution in a case referred to in subsection (1), (2), (3) or (4), and the reduction of the share capital, take effect when the Registrar has recorded the information lodged with him or her in the appropriate register.


document_id: coa-1967
provision_ref: s78F
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78F
title: Power of Court where creditor objection made
content:
78F. —(1) An application by a creditor under section 78D is to be determined by the Court in accordance with this section. (2) The Court must make an order cancelling the resolution if, at the time the application is considered, the resolution has not been cancelled previously, any debt or claim on which the application was based is outstanding and the Court is satisfied that — ( a ) the debt or claim has not been secured and the applicant does not have other adequate safeguards for it; and ( b ) it is not the case that security or other safeguards are unnecessary in view of the assets that the company would have after the reduction. (3) Otherwise, the Court is to dismiss the application. (4) Where the Court makes an order under subsection (2), the company must send notice of the order to the Registrar within 15 days beginning with the date the order is made. (5) If a company contravenes subsection (4), every officer of the company who is in default shall be guilty of an offence. (6) For the purposes of this section, a debt is outstanding if it has not been discharged, and a claim is outstanding if it has not been terminated.


document_id: coa-1967
provision_ref: s78G
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78G
title: Reduction by special resolution subject to Court approval
content:
78G. —(1) A company limited by shares may, as an alternative to reducing its share capital under section 78B or 78C, reduce it in any way by a special resolution approved by an order of the Court under section 78I, but the resolution and the reduction of the share capital do not take effect until — ( a ) that order has been made; ( b ) the company has complied with section 78I(3) (lodgment of information with Registrar); and ( c ) the Registrar has recorded the information lodged with him or her under section 78I(3) in the appropriate register. (2) [ Deleted by Act 36 of 2014 ]


document_id: coa-1967
provision_ref: s78H
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78H
title: Creditor protection
content:
78H. —(1) This section applies if a company makes an application under section 78G(1) and the proposed reduction of share capital involves either — ( a ) a reduction of liability in respect of unpaid share capital; or ( b ) the payment to a shareholder of any paid‑up share capital, and also applies if the Court so directs in any other case where a company makes an application under that section. (2) Upon the application to the Court, the Court is to settle a list of qualifying creditors. (3) If the proposed reduction of share capital involves either — ( a ) a reduction of liability in respect of unpaid share capital; or ( b ) the payment to a shareholder of any paid‑up share capital, the Court may, if having regard to any special circumstances of the case it thinks it appropriate to do so, direct that any class or classes of creditors are not qualifying creditors. (4) For the purpose of settling the list of qualifying creditors, the Court — ( a ) must ascertain, as far as possible without requiring an application from any creditor, the names of qualifying creditors and the nature and amount of their debts or claims; and ( b ) may publish notices fixing a day or days within which creditors not included in the list are to claim to be so included or are to be excluded from the list. (5) Any officer of the company who — ( a ) intentionally conceals the name of a qualifying creditor; ( b ) intentionally misrepresents the nature or amount of the debt or claim of any creditor; or ( c ) aids, abets or is privy to any such concealment or misrepresentation, 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. (6) In this section and section 78I but subject to subsection (3), “qualifying creditor” means a creditor of the company who, at a date fixed by the Court, is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company.


document_id: coa-1967
provision_ref: s78I
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78I
title: Court order approving reduction
content:
78I. —(1) On an application by a company under section 78G(1), the Court may, subject to subsection (2), make an order approving the reduction in share capital unconditionally or on such terms and conditions as it thinks fit. (2) If, at the time the Court considers the application, there is a qualifying creditor within the meaning of section 78H — ( a ) who is included in the Court’s list of qualifying creditors under that section; and ( b ) whose claim has not been terminated or whose debt has not been discharged, the Court must not make an order approving the reduction unless satisfied, as respects each qualifying creditor, that — ( c ) the qualifying creditor has consented to the reduction; ( d ) the qualifying creditor’s debt or claim has been secured or the qualifying creditor has other adequate safeguards for it; or ( e ) security or other safeguards are unnecessary in view of the assets the company would have after the reduction. (3) Where an order is made under this section approving a company’s reduction in share capital, the company must (for the reduction to take effect) lodge with the Registrar — ( a ) a copy of the order; and ( b ) a notice containing the reduction information, within 90 days beginning with the date the order is made, or within such longer period as the Registrar may, on the application of the company and on receiving the prescribed fee, allow.


document_id: coa-1967
provision_ref: s78J
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78J
title: Offences for making groundless or false statements
content:
78J. A director making a statement under section 78E(1)( d )(ii), (2)( c ), (3)( e )(i) or (4)( e )(i) shall be guilty of an offence if the statement — ( a ) is false; and ( b ) is not believed by the director to be true.


document_id: coa-1967
provision_ref: s78K
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 78K
title: Liability of members on reduced shares
content:
78K. Where a company’s share capital is reduced under any provision of this Division, a member of the company (past or present) is not liable in respect of the issue price of any share to any call or contribution greater in amount than the difference (if any) between — ( a ) the issue price of the share; and ( b ) the aggregate of the amount paid up on the share (if any) and the amount reduced on the share. Division 4 &#x2014; Substantial shareholdings


document_id: coa-1967
provision_ref: s79
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 79
title: Application and interpretation of Division
content:
79. —(1) This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act. (2) A reference to a company is a reference — ( a ) [ Deleted by Act 2 of 2009 ] ( b ) to a body corporate, being a body incorporated in Singapore, that is for the time being declared by the Minister, by notification in the Gazette , to be a company for the purposes of this Division; or ( c ) to a body, not being a body corporate formed in Singapore, that is for the time being declared by the Minister, by notification in the Gazette , to be a company for the purposes of this Division. [2/2009] (3) In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock is deemed to be an interest in an issued share in the company having attached to it the same rights as are attached to that stock. (4) A reference in the definition of “voting share” in section 4(1) to a body corporate includes a reference to a body referred to in subsection (2)( c ).


document_id: coa-1967
provision_ref: s80
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 80
title: Persons obliged to comply with Division
content:
80. —(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate, whether incorporated or carrying on business in Singapore or not. (2) This Division extends to acts done or omitted to be done outside Singapore. (3) The Minister may, by order in the Gazette , exempt any person or any class of persons from all or any of the provisions of this Division, subject to such terms or conditions as may be prescribed.


document_id: coa-1967
provision_ref: s81
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 81
title: Substantial shareholdings and substantial shareholders
content:
81. —(1) For the purposes of this Division, a person has a substantial shareholding in a company if — ( a ) the person has an interest or interests in one or more voting shares in the company; and ( b ) the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares in the company. (2) For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into 2 or more classes of shares, if — ( a ) the person has an interest or interests in one or more voting shares included in one of those classes; and ( b ) the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares included in that class. (3) For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company. (4) In this section and section 83, “voting shares” exclude treasury shares.


document_id: coa-1967
provision_ref: s82
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 82
title: Substantial shareholder to notify company of interests
content:
82. —(1) A person who is a substantial shareholder in a company must give written notice to the company stating the person’s name and address and full particulars (including, unless the interest or interests cannot be related to a particular share or shares, the name of the person who is registered as the holder) of the voting shares in the company in which the person has an interest or interests and full particulars of each such interest and of the circumstances by reason of which the person has that interest. (2) The notice must be given — ( a ) if the person was a substantial shareholder on 1 October 1971 — within one month after that date; or ( b ) if the person became a substantial shareholder after that date — within 2 business days after becoming a substantial shareholder. (3) The notice must be so given even though the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) is applicable.


document_id: coa-1967
provision_ref: s83
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 83
title: Substantial shareholder to notify company of change in interests
content:
83. —(1) Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a company in voting shares in the company, the substantial shareholder must give written notice to the company stating the information specified in subsection (2) within 2 business days after the substantial shareholder becomes aware of such a change. (2) The information referred to in subsection (1) is — ( a ) the name and address of the substantial shareholder; ( b ) the date of the change and the circumstances leading to that change; and ( c ) such other particulars as may be prescribed. (3) In subsection (1), “percentage level”, in relation to a substantial shareholder, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has an interest or interests immediately before or (as the case may be) immediately after the relevant time as a percentage of the total votes attached to — ( a ) all the voting shares in the company; or ( b ) where the share capital of the company is divided into 2 or more classes of shares, all the voting shares included in the class concerned, and, if it is not a whole number, rounding that figure down to the next whole number.


document_id: coa-1967
provision_ref: s84
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 84
title: Person who ceases to be substantial shareholder to notify company
content:
84. —(1) A person who ceases to be a substantial shareholder in a company must give written notice to the company stating the person’s name and the date on which the person ceased to be a substantial shareholder and full particulars of the circumstances by reason of which the person ceased to be a substantial shareholder. (2) The notice must be given within 2 business days after the person ceased to be a substantial shareholder.


document_id: coa-1967
provision_ref: s85
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 85
title: References to operation of section 7
content:
85. The circumstances required to be stated in the notice under section 82, 83 or 84 include circumstances by reason of which, having regard to section 7 — ( a ) a person has an interest in voting shares; ( b ) a change has occurred in an interest in voting shares; or ( c ) a person has ceased to be a substantial shareholder in a company, respectively.


document_id: coa-1967
provision_ref: s86
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 86
title: Persons holding shares as trustees
content:
86. —(1) A person who holds voting shares in a company, being voting shares in which a non‑resident has an interest, must give to the non‑resident a notice in the prescribed form as to the requirements of this Division. (2) The notice must be given — ( a ) if the firstmentioned person holds the shares on 1 October 1971 — within 14 days after that date; or ( b ) if the firstmentioned person did not hold the shares on that date — within 2 days after becoming the holder of the shares. (2A) This section does not apply to the Depository as the registered holder of a company’s shares. [36/2014] (3) In this section, “non‑resident” means a person who is not resident in Singapore or a body corporate that is not incorporated in Singapore. (4) Nothing in this section affects the operation of section 80.


document_id: coa-1967
provision_ref: s87
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 87
title: Registrar may extend time for giving notice under this Division
content:
87. The Registrar may, on the application of a person who is required to give a notice under this Division, in the Registrar’s discretion, extend, or further extend, the time for giving the notice.


document_id: coa-1967
provision_ref: s88
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 88
title: Company to keep register of substantial shareholders
content:
88. —(1) A company must keep a register in which it must immediately enter — ( a ) in alphabetical order the names of persons from whom it has received a notice under section 82; and ( b ) against each name so entered, the information given in the notice and, where it receives a notice under section 83 or 84, the information given in that notice. (2) The register must be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in Singapore and 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 $2 or such lesser sum as the company requires. (3) A person may request the company to furnish the person with a copy of the register or any part of the register 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 14 days or such longer period as the Registrar thinks fit, after the day on which the request is received by the company. (4) The Registrar may at any time in writing require the company to furnish the Registrar with a copy of the register or any part of the register and the company must furnish the copy within 7 days after the day on which the requirement is received by the company. (5) 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 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction. (6) A company is not, by reason of anything done under this Division — ( a ) to be taken for any purpose to have notice of; or ( b ) to be put upon inquiry as to, a right of a person to or in relation to a share in the company.


document_id: coa-1967
provision_ref: s89
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 89
title: Offences against certain sections
content:
89. A person who fails to comply with section 82, 83, 84 or 86 shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction.


document_id: coa-1967
provision_ref: s90
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 90
title: Defence to prosecutions
content:
90. —(1) It is a defence to a prosecution for failing to comply with section 82, 83, 84 or 86 if the defendant proves that the defendant’s failure was due to the defendant not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that — ( a ) the defendant was not so aware on the date of the summons; or ( b ) the defendant became so aware less than 7 days before the date of the summons. (2) For the purposes of subsection (1), a person is conclusively presumed to have been aware of a fact or occurrence at a particular time — ( a ) of which the person would, if the person had acted with reasonable diligence in the conduct of the person’s 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 or shares in 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.


document_id: coa-1967
provision_ref: s91
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 91
title: Powers of Court with respect to defaulting substantial shareholders
content:
91. —(1) Where a person is a substantial shareholder, or at any time after 1 October 1971 has been a substantial shareholder in a company and has failed to comply with section 82, 83 or 84, the Court may, on the application of the Minister, whether or not that failure still continues, make one or more of the following orders: ( a ) an order restraining the person from disposing of any interest in shares in the company in which the person is or has been a substantial shareholder; ( b ) an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in paragraph ( a ) from disposing of any interest in those shares; ( c ) an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest; ( d ) an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest; ( e ) an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest; ( f ) an order directing the company not to register the transfer or transmission of specified shares; ( g ) an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded; ( h ) for the purposes of securing compliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing a specified act. (2) Any order made under this section may include such ancillary or consequential provisions as the Court thinks just. (3) An order made under this section directing the sale of a share may provide that the sale must be made within such time and subject to such conditions (if any) as the Court thinks fit, including, if the Court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial shareholder in the company. (4) The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share vests in the Registrar. (5) The Court must, before making an order under this section and in determining the terms of such an order, satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person. (6) The Court must not make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied — ( a ) that the failure of the substantial shareholder to comply as mentioned in subsection (1) was due to the substantial shareholder’s inadvertence or mistake or to the substantial shareholder not being aware of a relevant fact or occurrence; and ( b ) that in all the circumstances, the failure ought to be excused. (7) The Court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both. (8) The Court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order. (9) Section 214 of the Insolvency, Restructuring and Dissolution Act 2018 applies in relation to a share that vests in the Registrar under this section as it applies in relation to an estate or interest in property vested in the Official Receiver under the firstmentioned section. [40/2018] (10) Any person who contravenes or fails to comply with an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and, in the case of a continuing offence, to a further fine of $500 for every day during which the offence continues after conviction. (11) Subsection (10) does not affect the powers of the Court in relation to the punishment of contempt of the Court. 92. [ Repealed by Act 2 of 2009 ] Division 5 &#x2014; Debentures


document_id: coa-1967
provision_ref: s93
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 93
title: Register of debenture holders and copies of trust deed
content:
93. —(1) Every company which issues debentures (not being debentures transferable by delivery) must keep a register of holders of the debentures at the registered office of the company or at some other place in Singapore. (2) Every company must within 7 days after the register is first kept at a place other than the registered office lodge with the Registrar notice of the place where the register is kept and must, within 7 days after any change in the place at which the register is kept, lodge with the Registrar notice of the change. (3) The register must except when duly closed be open to the inspection of the registered holder of any debentures and of any holder of shares in the company and must contain particulars of the names and addresses of the debenture holders and the amount of debentures held by them. (4) For the purposes of this section, a register is deemed to be duly closed if closed in accordance with the provisions contained in the constitution or in the debentures or debenture stock certificates, or in the trust deed or other document relating to or securing the debentures, during such periods (not exceeding in the aggregate 30 days in any calendar year) as is therein specified. [36/2014] (5) Every registered holder of debentures and every holder of shares in a company must, at the request of the holder of debentures or shares, be supplied by the company with a copy of the register of the holders of debentures of the company or any part thereof on payment of $1 for every page or part thereof required to be copied, but the copy need not include any particulars as to any debenture holder other than the debenture holder’s name and address and the debentures held by the debenture holder. (6) A copy of any trust deed relating to or securing any issue of debentures must be forwarded by the company to a holder of those debentures at the holder’s request on payment of the sum of $3 or such less sum as is fixed by the company, or where the copy has to be specially made to meet the request on payment of $1 for every page or part thereof required to be copied. (7) If inspection is refused, or a copy is refused or not forwarded within a reasonable time (but not more than one month) after a request has been made pursuant to this section, the company and every officer of the company who is in default shall be guilty of an offence. (8) A company which issues debentures may cause to be kept in any place outside Singapore a branch register of debenture holders which is deemed to be part of the company’s register of debenture holders and Division 4 of Part 5 applies with such adaptations as are necessary to and in relation to the keeping of a branch register of debenture holders. (9) If a company fails to comply 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 $1,000 and also to a default penalty.


document_id: coa-1967
provision_ref: s94
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 94
title: Specific performance of contracts
content:
94. A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance.


document_id: coa-1967
provision_ref: s95
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 95
title: Perpetual debentures
content:
95. A condition in any debenture or in any deed for securing any debentures whether the debenture or deed is issued or made before or after 29 December 1967 is not invalid by reason only that the debentures are thereby made irredeemable or redeemable only on the happening of a contingency however remote or on the expiration of a period however long, despite any rule of law or equity to the contrary.


document_id: coa-1967
provision_ref: s96
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 96
title: Reissue of redeemed debentures
content:
96. —(1) Where a company has redeemed any debentures whether before or after 29 December 1967 — ( a ) unless any provision to the contrary, whether express or implied, is contained in the constitution or in any contract entered into by the company; or ( b ) unless the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures are to be cancelled, the company has and is deemed always to have had power to reissue the debentures, either by reissuing the same debentures or by issuing other debentures in their place but the reissue of a debenture or the issue of one debenture in place of another under this subsection, whether the reissue or issue was made before or after that date, is not to be regarded as the issue of a new debenture for the purpose of any provision limiting the amount or number of debentures that may be issued by the company. [36/2014] (2) After the reissue the person entitled to the debentures has and is deemed always to have had the same priorities as if the debentures had never been redeemed. (3) Where a company has either before or after 29 December 1967 deposited any of its debentures to secure advances on current account or otherwise, the debentures are not deemed to have been redeemed by reason only of the account of the company having ceased to be in debit while the debentures remain so deposited. 97. [ Repealed by S 236/2002 ] 98. [ Repealed by S 236/2002 ] 99. [ Repealed by S 236/2002 ]


document_id: coa-1967
provision_ref: s100
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 100
title: Power of Court in relation to certain irredeemable debentures
content:
100. —(1) Despite anything in any debenture or trust deed, the security for any debentures which are irredeemable or redeemable only on the happening of a contingency shall, if the Court so orders, be enforceable, immediately or at such other time as the Court directs if on the application of the trustee for the holders of the debentures or (where there is no trustee) on the application of the holder of any of the debentures the Court is satisfied that — ( a ) at the time of the issue of the debentures the assets of the corporation which constituted or were intended to constitute the security therefor were sufficient or likely to become sufficient to discharge the principal debt and any interest thereon; ( b ) the security, if realised under the circumstances existing at the time of the application, would be likely to bring not more than 60% of the principal sum of moneys outstanding (regard being had to all prior charges and charges ranking pari passu if any); and ( c ) the assets covered by the security, on a fair valuation on the basis of a going concern after allowing a reasonable amount for depreciation are worth less than the principal sum and the borrowing corporation is not making sufficient profit to pay the interest due on the principal sum or (where no definite rate of interest is payable) interest thereon at such rate as the Court considers would be a fair rate to expect from a similar investment. (2) Subsection (1) does not affect any power to vary rights or accept any compromise or arrangement created by the terms of the debentures or the relevant trust deed or under a compromise or arrangement between the borrowing corporation and creditors. (3) Subsection (1) does not apply in relation to any debenture that is offered to the public for subscription or purchase. 101. [ Repealed by S 236/2002 ] 102. [ Repealed by S 236/2002 ] 103. [ Repealed by S 236/2002 ] 104. [ Repealed by S 236/2002 ] 105. [ Repealed by S 236/2002 ] 106. [ Repealed by S 236/2002 ] Division 5A &#x2014; [Repealed by S 236/2002] 106A. [ Repealed by S 236/2002 ] 106B. [ Repealed by S 236/2002 ] 106C. [ Repealed by S 236/2002 ] 106D. [ Repealed by S 236/2002 ] 106E. [ Repealed by S 236/2002 ] 106F. [ Repealed by S 236/2002 ] 106G. [ Repealed by S 236/2002 ] 106H. [ Repealed by S 236/2002 ] 106I. [ Repealed by S 236/2002 ] 106J. [ Repealed by S 236/2002 ] 106K. [ Repealed by S 236/2002 ] 106L. [ Repealed by S 236/2002 ] Division 6 &#x2014; [Repealed by S 236/2002] 107. [ Repealed by S 236/2002 ] 108. [ Repealed by S 236/2002 ] 109. [ Repealed by S 236/2002 ] 110. [ Repealed by S 236/2002 ] 111. [ Repealed by S 236/2002 ] 112. [ Repealed by S 236/2002 ] 113. [ Repealed by S 236/2002 ] 113A. [ Repealed by S 236/2002 ] 114. [ Repealed by S 236/2002 ] 115. [ Repealed by S 236/2002 ] 116. [ Repealed by S 236/2002 ] 117. [ Repealed by S 236/2002 ] 118. [ Repealed by S 236/2002 ] 119. [ Repealed by S 236/2002 ] 120. [ Repealed by S 236/2002 ] Division 7 &#x2014; Title and transfers


document_id: coa-1967
provision_ref: s121
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 121
title: Nature of shares
content:
121. The shares or other interest of any member in a company is movable property, transferable in the manner provided by the constitution, and is not of the nature of immovable property. [36/2014]


document_id: coa-1967
provision_ref: s122
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 122
title: Numbering of shares
content:
122. —(1) Each share in a company must be distinguished by an appropriate number. (2) Despite subsection (1) — ( a ) if at any time all the issued shares in a company or all the issued shares therein of a particular class are fully paid up and rank equally for all purposes, none of those shares need thereafter have a distinguishing number so long as each of those shares remains fully paid up and ranks equally for all purposes with all shares of the same class for the time being issued and fully paid up; or ( b ) if all the issued shares in a company are evidenced by certificates in accordance with section 123 and each certificate is distinguished by an appropriate number and that number is recorded in the register of members, none of those shares need have a distinguishing number.


document_id: coa-1967
provision_ref: s123
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 123
title: Certificate to be evidence of title
content:
123. —(1) A certificate under the common or official seal of a company specifying any shares held by any member of the company is prima facie evidence of the title of the member to the shares. (2) Every share certificate must be under the common seal of the company or, in the case of a share certificate relating to shares on a branch register, the official seal of the company and must state as at the date of the issue of the certificate — ( a ) the name of the company and the authority under which the company is constituted; ( b ) the address of the registered office of the company in Singapore, or, where the certificate is issued by a branch office, the address of that branch office; and ( c ) the class of the shares, whether the shares are fully or partly paid up and the amount (if any) unpaid on the shares. [36/2014] (3) Failure to comply with this section does not affect the rights of any holder of shares. (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.


document_id: coa-1967
provision_ref: s124
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 124
title: Company may have duplicate common seal
content:
124. A company may, if authorised by its constitution, have a duplicate common seal which must be a facsimile of the common seal of the company with the addition on its face of the words “Share Seal” and a certificate under such duplicate seal is deemed to be sealed with the common seal of the company for the purposes of this Act. [36/2014]


document_id: coa-1967
provision_ref: s125
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 125
title: Loss or destruction of certificates
content:
125. —(1) Subject to subsection (2), where a certificate or other document of title to shares or debentures is lost or destroyed, the company must on payment of a fee not exceeding $2 issue a duplicate certificate or document in lieu thereof to the owner on the owner’s application accompanied by — ( a ) a statutory declaration that the certificate or document has been lost or destroyed, and has not been pledged, sold or otherwise disposed of, and, if lost, that proper searches have been made; and ( b ) an undertaking in writing that if it is found or received by the owner it will be returned to the company. (2) Where the value of the shares or debentures represented by the certificate or document is greater than $500 the directors of the company may, before accepting an application for the issue of a duplicate certificate or document, require the applicant — ( a ) to cause an advertisement to be inserted in a newspaper circulating in a place specified by the directors stating that the certificate or document has been lost or destroyed and that the owner intends after the expiration of 14 days after the publication of the advertisement to apply to the company for a duplicate; or ( b ) to furnish a bond for an amount equal to at least the current market value of the shares or debentures indemnifying the company against loss following on the production of the original certificate or document, or may require the applicant to do both of those things. (3) Any duplicate certificate issued on or after 30 January 2006 in respect of a share certificate issued before that date must state, in place of the historical nominal value of the shares, the amount paid on the shares and the amount (if any) unpaid on the shares. (4) For the purposes of this section in relation to a book‑entry security, a reference to an owner therein is to be construed as a reference to the Depository. [36/2014] (5) Subsection (2) does not apply to documents evidencing title in relation to listed securities which have been deposited with the Depository and registered in its name or its nominee’s name. [36/2014]


document_id: coa-1967
provision_ref: s126
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 126
title: Transfer of shares in private companies
content:
126. —(1) Despite anything in its constitution, a private company must not lodge a transfer of shares unless a proper instrument of transfer has been delivered to the company, but this section does not affect any power to lodge a notice of transfer of shares in respect of any person to whom the right to any shares of the company has been transmitted by operation of law. [36/2014] (2) Where there has been a transfer of shares, a private company must lodge with the Registrar notice of that transfer of shares in the prescribed form. [36/2014] (3) A transfer of any share in a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014]


document_id: coa-1967
provision_ref: s127
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 127
title: Transfer of debentures in private companies
content:
127. Despite anything in its constitution, a private company must not register a transfer of debentures unless a proper instrument of transfer has been delivered to the company, but this section does not affect any power to register as debenture holder any person to whom the right to any debentures of the company has been transmitted by operation of law. [36/2014]


document_id: coa-1967
provision_ref: s128
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 128
title: Registration of transfer at request of transferor by private companies
content:
128. —(1) Subject to section 129, on the request in writing of the transferor of — ( a ) any share in a private company — the company must lodge with the Registrar a notice of transfer of shares in the prescribed form; or ( b ) any debenture or other interest in a private company — the company must enter in such register as the company considers appropriate, the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee. [36/2014] (2) The transfer of any share in a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). [36/2014] (3) On the request in writing of the transferor of a share or debenture, the private company must by written notice require the person having the possession, custody or control of the share certificate or debenture and the instrument of transfer thereof or either of them to deliver or produce it or them to the office of the company within a stated period, being not less than 7 and not more than 28 days after the date of the notice, to have the share certificate or debenture cancelled or rectified, and the transfer registered (in the case of a transfer of debenture) or otherwise dealt with. [36/2014] (4) If any person refuses or neglects to comply with a notice given under subsection (3), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents mentioned in the notice should not be delivered or produced as required by the notice. [36/2014] (5) Upon appearance of a person so summoned the Court may examine the person upon oath and receive other evidence, or if the person does not appear after being duly served with such summons, the Court may receive evidence in the person’s absence and in either case the Court may order the person to deliver such documents to the company upon such terms or conditions as to the Court seem fit, and the costs of the summons and proceedings thereon are in the discretion of the Court. [36/2014] (6) Lists of share certificates or debentures called in under this section and not delivered or produced must be exhibited in the office of the company and must be advertised in such newspapers and at such times as the company thinks fit. [36/2014] 128A. [ Repealed by Act 36 of 2014 ]


document_id: coa-1967
provision_ref: s129
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 129
title: Notice of refusal to register transfer by private companies
content:
129. —(1) If a private company refuses to lodge a notice of transfer of any share in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and the transferee notice of the refusal. [36/2014] (2) If a private company refuses to register a transfer of any debenture or other interest in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and to the transferee notice of the refusal. [36/2014] (3) Where an application is made to a private company to lodge with the Registrar a notice of transfer in the prescribed form in respect of any share which have been transferred or transmitted to a person by act of parties or operation of law, the company must not refuse to do so by virtue of any discretion in that behalf conferred by the constitution unless it has served on the applicant, within 30 days beginning with the day on which the application was made, a written notice stating the facts which are considered to justify refusal in the exercise of that discretion. [36/2014] (4) If default is made in complying with this section, the private 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. [36/2014]


document_id: coa-1967
provision_ref: s130
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 130
title: Transfer of shares and debentures in public companies
content:
130. —(1) Despite anything in its constitution, a public company must not register a transfer of shares or debentures unless a proper instrument of transfer has been delivered to the company, but this subsection does not affect any power to register as a shareholder or debenture holder any person to whom the right to any shares in or debentures of the company has been transmitted by operation of law. [36/2014] (2) Where there has been a transfer of shares, a public company may lodge with the Registrar a notice of that transfer of shares in the prescribed form. [36/2014] (3) The notice must state — ( a ) every other transfer of shares effected prior to the date of the notice, other than a transfer that has been previously notified to the Registrar; or ( b ) the prescribed information in relation to the shares held by each of the 50 members who hold the most number of shares in the public company after the transfer. [36/2014]


document_id: coa-1967
provision_ref: s130AA
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 130AA
title: Registration of transfer at request of transferor by public companies
content:
130AA. —(1) On the request in writing of the transferor of any share, debenture or other interest in a public company the company must enter in the appropriate register the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee. [36/2014] (2) On the request in writing of the transferor of a share or debenture the public company must by written notice require the person having the possession, custody or control of the share certificate or debenture and the instrument of transfer thereof or either of them to deliver or produce it or them to the office of the company within a stated period, being not less than 7 and not more than 28 days after the date of the notice, to have the share certificate or debenture cancelled or rectified and the transfer registered or otherwise dealt with. [36/2014] (3) If any person refuses or neglects to comply with a notice given under subsection (2), the transferor may apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents mentioned in the notice should not be delivered or produced as required by the notice. [36/2014] (4) Upon appearance of a person so summoned the Court may examine the person upon oath and receive other evidence, or if the person does not appear after being duly served with such summons, the Court may receive evidence in the person’s absence and in either case the Court may order the person to deliver such documents to the company upon such terms or conditions as to the Court seem fit, and the costs of the summons and proceedings thereon are in the discretion of the Court. [36/2014] (5) Lists of share certificates or debentures called in under this section and not brought in must be exhibited in the office of the company and must be advertised in such newspapers and at such times as the company thinks fit. [36/2014]


document_id: coa-1967
provision_ref: s130AB
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 130AB
title: Notice of refusal to register transfer by public companies
content:
130AB. —(1) If a public company refuses to register a transfer of any share, debenture or other interest in the company it must, within 30 days after the date on which the transfer was lodged with it, send to the transferor and to the transferee notice of the refusal. [36/2014] (2) Where an application is made to a public company for a person to be registered as a member in respect of shares which have been transferred or transmitted to the person by act of parties or operation of law, the company must not refuse registration by virtue of any discretion in that behalf conferred by its constitution unless it has served on the applicant, within 30 days beginning with the day on which the application was made, a written notice stating the facts which are considered to justify refusal in the exercise of that discretion. [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 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. [36/2014]


document_id: coa-1967
provision_ref: s130AC
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 130AC
title: Transfer by personal representative
content:
130AC. —(1) A transfer of the share, debenture or other interest of a deceased person made by the deceased person’s personal representative is, although the personal representative is not himself or herself a member of the company, as valid as if he or she had been such a member at the time of the execution of the instrument of transfer. [36/2014] (2) The production to a company of any document which is by law sufficient evidence of probate of the will, or letters of administration of the estate, of a deceased person having been granted to some person must be accepted by the company, despite anything in its constitution, as sufficient evidence of the grant. [36/2014] (3) In this section, “instrument of transfer” includes a written application for transmission of a share, debenture or other interest to a personal representative. [36/2014]


document_id: coa-1967
provision_ref: s130AD
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 130AD
title: Certification of prima facie title
content:
130AD. —(1) The certification by a company of any instrument of transfer of shares, debentures or other interests in the company is to be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on the face of them show a prima facie title to the shares, debentures or other interests in the transferor named in the instrument of transfer but not as a representation that the transferor has any title to the shares, debentures or other interests. [36/2014] (2) Where any person acts on the faith of a false certification by a company made negligently, the company is under the same liability to the person as if the certification had been made fraudulently. [36/2014] (3) Where any certification by a private company is expressed to be limited to 42 days or any longer period from the date of certification, the company and its officers shall not, in the absence of fraud, be liable — ( a ) in respect of any transfer of shares after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not been sent to or received by the company under section 126(1) within that period; or ( b ) in respect of the registration of any transfer of debentures or other interests comprised in the certification after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not within that period been lodged with the company for registration. [36/2014] (4) Where any certification by a public company is expressed to be limited to 42 days or any longer period from the date of certification, the company and its officers shall not, in the absence of fraud, be liable in respect of the registration of any transfer of shares, debentures or other interests comprised in the certification after the expiration of the period so limited or any extension thereof given by the company if the instrument of transfer has not within that period been lodged with the company for registration. [36/2014] (5) For the purposes of this section — ( a ) an instrument of transfer is to be treated as certificated if it bears the words “certificate lodged” or words to the like effect; ( b ) the certification of an instrument of transfer is to be treated as made by a company if — (i) the person issuing the instrument is a person apparently authorised to issue certificated instruments of transfer on the company’s behalf; and (ii) the certification is signed by a person apparently authorised to certificate transfers on the company’s behalf or by any officer either of the company or of a corporation so apparently authorised; and ( c ) a certification that purports to be authenticated by a person’s signature or initials (whether handwritten or not) is deemed to be signed by the person unless it is shown that the signature or initials were not placed there by the person and were not placed there by any other person apparently authorised to use the signature or initials for the purpose of certificating transfers on the company’s behalf. [36/2014]


document_id: coa-1967
provision_ref: s130AE
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 130AE
title: Duties of company with respect to issue of certificates and default in issue of certificates
content:
130AE. —(1) Every public company must within 60 days after the allotment of any of its shares or debentures, and within 30 days after the date on which a transfer (other than such a transfer as the company is for any reason entitled to refuse to register and does not register) of any of its shares or debentures is lodged with the company, complete and have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer. [36/2014] (2) Every private company must — ( a ) within 60 days after the allotment of any of its shares or debentures; ( b ) within 30 days after the date on which a notice of transfer of shares is lodged with the Registrar under section 126(2) or 128(1)( a ); and ( c ) within 30 days after the date on which a transfer (other than such a transfer as the company is for any reason entitled to refuse to register and does not register) of any of its debentures is lodged with the company, complete and have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer. [36/2014] (3) If default is made in complying 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 $1,000 and also to a default penalty. [36/2014] (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 must be borne by the company or by any officer of the company in default in such proportions as the Court thinks fit. [36/2014] Division 7A &#x2014; [Repealed by Act 36 of 2014] 130A. [ Repealed by Act 36 of 2014 ] 130B. [ Repealed by Act 36 of 2014 ] 130C. [ Repealed by Act 36 of 2014 ] 130CA. [ Repealed by Act 36 of 2014 ] 130D. [ Repealed by Act 36 of 2014 ] 130E. [ Repealed by Act 36 of 2014 ] 130F. [ Repealed by Act 36 of 2014 ] 130G. [ Repealed by Act 36 of 2014 ] 130H. [ Repealed by Act 36 of 2014 ] 130I. [ Repealed by Act 36 of 2014 ] 130J. [ Repealed by Act 36 of 2014 ] 130K. [ Repealed by Act 36 of 2014 ] 130L. [ Repealed by Act 36 of 2014 ] 130M. [ Repealed by Act 36 of 2014 ] 130N. [ Repealed by Act 36 of 2014 ] 130O. [ Repealed by Act 36 of 2014 ] 130P. [ Repealed by Act 36 of 2014 ] Division 8 &#x2014; Registration of charges


document_id: coa-1967
provision_ref: s131
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 131
title: Registration of charges
content:
131. —(1) Subject to this Division, where a charge to which this section applies is created by a company there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the creation of the charge, a statement containing the prescribed particulars of the charge, and if this section is not complied with in relation to the charge the charge is, so far as any security on the company’s property or undertaking is thereby conferred, void against the liquidator and any creditor of the company. [36/2014] (1A) In connection with the registration of a charge to which this section applies which is created by a company there must be produced to the Registrar, upon the Registrar’s request and for the purposes of inspection, at no cost to the Registrar, the instrument (if any) by which the charge is created or evidenced or a certified true copy thereof. (2) Nothing in subsection (1) affects any contract or obligation for repayment of the money secured by a charge and when a charge becomes void under this section the money secured thereby immediately becomes payable. (3) This section applies to the following charges that are created on or after 3 January 2016: ( a ) a charge to secure any issue of debentures; ( b ) a charge on uncalled share capital of a company; ( c ) a charge on shares of a subsidiary of a company which are owned by the company; ( d ) a charge created or evidenced by an instrument which if executed by an individual, would require registration as a bill of sale; ( e ) a charge on land wherever situate or any interest therein but not including any charge for any rent or other periodical sum issuing out of land; ( f ) a charge on book debts of the company; ( g ) a floating charge on the undertaking or property of a company; ( h ) a charge on calls made but not paid; ( i ) a charge on a ship or aircraft or any share in a ship or aircraft; ( j ) a charge on goodwill, on a patent or a licence under a patent, on a trade mark or a licence to use a trademark, or on a copyright or a licence under a copyright or on a registered design or a licence to use a registered design. [36/2014] (3AA) This section also applies to any charge that — ( a ) was a charge to which this section applied under subsection (3) in force immediately before 3 January 2016; and ( b ) was created before that date. [36/2014] (3AB) Despite subsection (3), a shipowner’s lien created by a company on or after 1 October 2018, whether as a charge on book debts of the company or a floating charge on the undertaking or property of the company, is not a charge to which this section applies. [35/2018] (3AC) Despite subsection (3) or (3AA), a shipowner’s lien created by a company before 1 October 2018, whether as a charge on book debts of the company or a floating charge on the undertaking or property of the company, is a charge to which this section applies only if, as at that date — ( a ) an order for the winding up of the company has been made; ( b ) a resolution has been passed for the voluntary winding up of the company; or ( c ) a creditor of the company has acquired a proprietary right to or an interest in the subject matter of the lien. [35/2018] (3A) The reference to a charge on book debts in subsection (3)( f ) does not include a reference to a charge on a negotiable instrument or on debentures issued by the Government. (3B) A charge mentioned in subsection (3) does not include a charge created at any time on or after 1 May 2009 to the extent that it is capable of being registered under the International Interests in Aircraft Equipment Act 2009. [5/2009] (3C) In subsection (3B), “registered” has the meaning given by section 2(1) of the International Interests in Aircraft Equipment Act 2009. [5/2009] (4) Where a charge created in Singapore affects property outside Singapore, the statement containing the prescribed particulars of the charge may be lodged for registration under and in accordance with subsection (1) even though further proceedings may be necessary to make the charge valid or effectual according to the law of the place in which the property is situate. (5) When a series of debentures containing or giving by reference to any other instrument any charge to the benefit of which the debenture holders of that series are entitled equally is created by a company, it is sufficient if there is lodged with the Registrar for registration within 30 days after the execution of the instrument containing the charge, or if there is no such instrument after the execution of the first debenture of the series, a statement containing the following particulars: ( a ) the total amount secured by the whole series; ( b ) the dates of the resolutions authorising the issue of the series and the date of the covering instrument (if any) by which the security is created or defined; ( c ) a general description of the property charged; ( d ) the names of the trustee (if any) for the debenture holders. (6) For the purposes of subsection (5), where more than one issue is made of debentures in the series, there must be lodged within 30 days after each issue particulars of the date and amount of each issue, but an omission to do so does not affect the validity of the debentures issued. (7) Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to any person in consideration of the person (whether absolutely or conditionally) subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any debentures, the particulars required to be lodged under this section must include particulars as to the amount or rate per cent of the commission, allowance or discount so paid or made, but omission to do so does not affect the validity of the debentures issued. (8) The deposit of any debentures as security for any debt of the company is not for the purposes of subsection (7) to be treated as the issue of the debentures at a discount. (9) No charge or assignment to which this section applies (except a charge or assignment relating to land) need be filed or registered under any other written law. (10) Where a charge requiring registration under this section is created before the lapse of 30 days after the creation of a prior unregistered charge, and comprises all or any part of the property comprised in the prior charge, and the subsequent charge is given as a security for the same debt as is secured by the prior charge, or any part of that debt, then to the extent to which the subsequent charge is a security for the same debt or part thereof, and so far as respects the property comprised in the prior charge, the subsequent charge is not operative and does not have any validity unless it is proved to the satisfaction of the Court that it was given in good faith for the purpose of correcting some material error in the prior charge or under other proper circumstances and not for the purposes of avoiding or evading the provisions of this Division. (11) In this section, “shipowner’s lien” means a contractual lien on — ( a ) sub‑freights; ( b ) sub‑hires; or ( c ) bill of lading freight, created under a charter (or sub‑charter) of a ship for any amount due under the charter (or sub‑charter). [35/2018]


document_id: coa-1967
provision_ref: s132
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 132
title: Duty to register charges
content:
132. —(1) Documents and particulars required to be lodged for registration in accordance with section 131 may be lodged for registration in the prescribed manner by the company concerned or by any person interested in the documents, but if default is made in complying with that 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 $1,000 and also to a default penalty. [36/2014] (2) Where registration is effected by some person other than the company, that person is entitled to recover from the company the amount of any fees properly paid by the person on the registration.


document_id: coa-1967
provision_ref: s133
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 133
title: Duty of company to register charges existing on property acquired
content:
133. —(1) Where — ( a ) a company acquires any property which is subject to a charge of any such kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Division; ( b ) a foreign company becomes registered in Singapore and has prior to such registration created a charge which if it had been created by the company while it was registered in Singapore would have been required to be registered under this Division; or ( c ) a foreign company becomes registered in Singapore and has prior to such registration acquired property which is subject to a charge of any such kind as would if it had been created by the company after the acquisition and while it was registered in Singapore have been required to be registered under this Division, the company must cause a statement of the prescribed particulars to be lodged with the Registrar for registration within 30 days after the date on which the acquisition is completed or the date of the registration of the company in Singapore, as the case may be. (2) If default is made in complying with this section, the company or the foreign company and every officer of the company or foreign 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.


document_id: coa-1967
provision_ref: s134
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 134
title: Register of charges to be kept by Registrar
content:
134. —(1) The Registrar must keep a register of all the charges lodged for registration under this Division and must enter in the register with respect to those charges the following particulars: ( a ) in the case of a charge to the benefit of which the holders of a series of debentures are entitled — such particulars as are required to be contained in a statement furnished under section 131(5); ( b ) in the case of any other charge — (i) if the charge is a charge created by the company, the date of its creation, and if the charge was a charge existing on property acquired by the company the date of the acquisition of the property; (ii) the amount secured by the charge; (iii) a description sufficient to identify the property charged; and (iv) the name of the person entitled to the charge. (2) The Registrar must issue a notice to the company concerned of the registration of a charge and the notice is conclusive evidence that the requirements as to registration have been complied with. (3) Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the registration of the charge and the certificate is conclusive evidence that the requirements as to registration have been complied with.


document_id: coa-1967
provision_ref: s135
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 135
title: Endorsement of certificate of registration on debentures
content:
135. —(1) The company must cause to be endorsed on every debenture forming one of a series of debentures, or certificate of debenture stock which is issued by the company and the payment of which is secured by a charge so registered — ( a ) a copy of the notice of registration; or ( b ) a statement that the registration has been effected and the date of registration. (2) Subsection (1) does not apply to any debenture or certificate of debenture stock which has been issued by the company before the charge was registered. (3) Every person who knowingly and wilfully authorises or permits the delivery of any debenture or certificate of debenture stock which is not endorsed as required by this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.


document_id: coa-1967
provision_ref: s136
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 136
title: Entries of satisfaction and release of property from charge
content:
136. —(1) Where, with respect to any registered charge — ( a ) the debt for which the charge was given has been paid or satisfied in whole or in part; or ( b ) the property or undertaking charged or any part thereof has been released from the charge or has ceased to form part of the company’s property or undertaking of the company concerned, the company may lodge with the Registrar in the prescribed form a statement of satisfaction in whole or in part, or of the fact that the property or undertaking or any part thereof has been released from the charge or has ceased to form part of the company’s property or undertaking (as the case may be) and the Registrar must enter particulars of that statement in the register. (2) The statement must be endorsed with a statement by the chargee of the payment, satisfaction, release or ceasing referred to in subsection (1) (as the case may be) and the second‑mentioned statement constitutes sufficient evidence of that payment, satisfaction, release or ceasing.


document_id: coa-1967
provision_ref: s137
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 137
title: Extension of time and rectification of register of charges
content:
137. The Court, on being satisfied that the omission to register a charge (whether under this or any corresponding previous written law) within the time required or that the omission or mis‑statement of any particular with respect to any such charge or in a statement of satisfaction 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 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 extension or 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.


document_id: coa-1967
provision_ref: s138
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 138
title: Company to keep copies of charging instruments and register of charges
content:
138. —(1) Every company must cause the instrument creating any charge requiring registration under this Division or a copy thereof to be kept at the registered office of the company for as long as the charge to which the instrument relates remains in force, but in the case of a series of debentures the keeping of a copy of one debenture of the series is sufficient for the purposes of this subsection. [36/2014] (1A) An instrument creating any charge or a copy thereof, or a copy of the series of debentures, as the case may be, that is required to be kept under subsection (1) — ( a ) is deemed to form part of the records that are required to be kept under section 199(1); and ( b ) for the purposes of section 199(2), must be retained by the company for a period of 5 years after — (i) the date the debt for which the charge was given was paid or satisfied in whole; (ii) the date the property or undertaking charged was released or ceased to form part of the company’s property or undertaking; or (iii) where both of the events referred to in sub‑paragraphs (i) and (ii) occur in any particular case, the later of the dates. [36/2014] (2) Every company must keep at the registered office of the company a register of charges and enter therein all charges specifically affecting property of the company and all floating charges on the undertaking or any property of the company, giving in each case a short description of the property charged, the amount of the charge and (except in the case of securities to bearer) the names of the persons entitled thereto. (3) The instruments or copies thereof and the register of charges kept pursuant to this section must be open to the inspection of any creditor or member of the company without fee, and the register of charges must also be open to the inspection of any other person on payment of such fee not exceeding $2 for each inspection as is fixed by the company. (3A) Any person may, on application to a company and on payment of a fee, not exceeding $1 for every page or part thereof, be furnished with a copy of any instrument or debenture kept by the company pursuant to this section within 3 days of the person making the application. (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: s139
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 139
title: Documents made out of Singapore
content:
139. Where under this Division an instrument, deed, statement or other document is required to be lodged with the Registrar within a specified time, the time so specified is, by force of this section, in relation to an instrument, deed, statement or other document executed or made in a place out of Singapore, extended by 7 days or such further periods as the Registrar may from time to time allow.


document_id: coa-1967
provision_ref: s140
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 140
title: Charges, etc., created before 29 December 1967
content:
140. Except as is otherwise expressly provided, this Division applies to any charge that on 29 December 1967 was registrable under any of the repealed written laws but which at that date was not registered under any of those laws.


document_id: coa-1967
provision_ref: s141
chapter: PART 4 - SHARES, DEBENTURES AND CHARGES
section: 141
title: Application of Division
content:
141. A reference in this Division to a company includes a reference to a foreign company if, and only if, it is registered under Division 2 of Part 11, but nothing in this Division applies to a charge on property outside Singapore of such foreign company. [36/2014]


document_id: coa-1967
provision_ref: s142
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 142
title: Registered office of company
content:
142. —(1) A company must as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 3 hours during ordinary business hours on each business day. (2) If default is made 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 $5,000 and also to a default penalty.


document_id: coa-1967
provision_ref: s143
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 143
title: Office hours
content:
143. —(1) Notice in the prescribed form of the situation of the registered office, the days and hours during which it is open and accessible to the public, must, in the case of a proposed company, be lodged with the Registrar together with its constitution, at the time of lodgment for the incorporation of the proposed company and in the case of any subsequent change of the particulars therein be so lodged within 14 days after any such change, but no notice of the days and hours during which the office is open and accessible to the public is required if the office is open for at least 5 hours during ordinary business hours on each business day. [36/2014] (1A) In subsection (1), the word “particulars”, in relation to the situation of the registered office, includes the address and designation of the situation or address of the registered office. Penalty (2) 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 and also to a default penalty.


document_id: coa-1967
provision_ref: s144
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 144
title: Publication of name and registration number
content:
144. —(1) The name of a company must appear in legible romanised letters on — ( a ) its seal, if any; and ( b ) all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, indorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the company. [15/2017] (1A) The registration number of a company 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. (1B) A company shall be guilty of an offence if default is made in complying with subsection (1) or (1A). (2) If an officer of a company or any person on its behalf — ( a ) uses or authorises the use of any seal purporting to be a seal of the company whereon its name does not so appear; ( b ) issues or authorises the issue of any business letter, statement of account, invoice or official notice or publication of the company wherein its name is not so mentioned; or ( c ) signs, issues or authorises to be signed or issued on behalf of the company any bill of exchange, promissory note, cheque or other negotiable instrument or any indorsement, order, receipt or letter of credit wherein its name is not so mentioned, he or she shall be guilty of an offence, and where he or she has signed, issued or authorised to be signed or issued on behalf of the company any bill of exchange, promissory note or other negotiable instrument or any indorsement thereon or order wherein that name is not so mentioned, he or she shall in addition be liable to the holder of the instrument or order for the amount due thereon unless it is paid by the company. Division 2 &#x2014; Directors and officers


document_id: coa-1967
provision_ref: s145
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 145
title: Directors
content:
145. —(1) Every company must have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company. (2) No person other than a natural person who has attained the age of 18 years and who is otherwise of full legal capacity may be a director of a company. [7/2009] (3) [ Deleted by Act 12 of 2002 ] (4) Any provision in the constitution of a company which was in force immediately before 29 December 1967 and which operated to constitute a corporation as a director of the company is to be read and construed as if it authorised that corporation to appoint a natural person to be a director of that company. [36/2014] (4A) Subject to subsection (5), unless the constitution otherwise provides, a director of a company may resign by giving the company a written notice of his or her resignation. [36/2014] (4B) Subject to subsection (5), the resignation of a director is not conditional upon the company’s acceptance of his or her resignation. [36/2014] (5) Despite anything in this Act or in the constitution of the company, or in any agreement with the company, a director of a company must not resign or vacate his or her office unless there is remaining in the company at least one director who is ordinarily resident in Singapore; and any purported resignation or vacation of office in breach of this subsection is invalid. [36/2014] (6) Subsection (5) does not apply where a director of a company is required to resign or vacate his or her office — ( a ) if the director has not within the period referred to in section 147(1) obtained his or her qualification; ( b ) by virtue of his or her disqualification or removal or the revocation of his or her appointment as a director (as the case may be) under section 148, 149, 149A, 154, 155, 155A or 155C of this Act, section 50 or 54 of the Banking Act 1970, section 50 or 54 of the Banking Act 1970 as applied by section 55ZJ of that Act, section 46(7) of the Credit Bureau Act 2016, section 47 of the Finance Companies Act 1967, section 64 of the Financial Advisers Act 2001, section 62 or 63 of the Financial Holdings Companies Act 2013, section 48 of the Financial Services and Markets Act 2022, section 35, 36, 88 or 102(2)( a )(ii) of the Insurance Act 1966, section 40 of the Monetary Authority of Singapore Act 1970 as in force immediately before the date of commencement of section 205 of the Financial Services and Markets Act 2022, section 35 or 66 of the Payment Services Act 2019, section 43, 46Z, 81P, 81ZJ, 97, 123Y, 123ZU or 292A of the Securities and Futures Act 2001 and section 14 of the Trust Companies Act 2005; or [Act 18 of 2022 wef 10/05/2024] ( c ) if the director, being a director of a Registered Fund Management Company as defined in the Securities and Futures (Licensing and Conduct of Business) Regulations, has been removed by the company as director in accordance with those Regulations. [36/2014; 27/2016; 4/2017; 31/2017; 2/2019; 1/2020] (7) If there is a contravention of subsection (1), the Registrar may, either of the Registrar’s own motion or on the application of any person, direct the members of the company to appoint a director who is ordinarily resident in Singapore if the Registrar considers it to be in the interests of the company for such appointment to be made. (8) If the direction under subsection (7) is not complied with, each member in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part thereof during which the offence continues after conviction. (9) If there is a contravention of subsection (1) and — ( a ) the Registrar fails to give the direction under subsection (7); or ( b ) such direction has been given but is not complied with, the Court may, on the application of the Registrar or any person, order the members of the company to make the appointment if it considers it to be in the interests of the company for such appointment to be made. [40/2019] (10) If a company carries on business without having at least one director who is ordinarily resident in Singapore for more than 6 months, a person who, for the whole or any part of the period that it so carries on business after those 6 months — ( a ) is a member of the company; and ( b ) knows that it is carrying on business in that manner, shall be liable for the payment of all the debts of the company contracted during the period or that part of the period (as the case may be), and may be sued therefor.


document_id: coa-1967
provision_ref: s145A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 145A
title: Acting as nominee director
content:
145A. —(1) Subject to subsection (2), a person must not, on or after the appointed day, act as a nominee director of a company by way of business, unless — ( a ) the person is a registered corporate service provider for providing the corporate service of acting, or arranging for another person to act as a director of a corporation; or ( b ) his or her so acting is arranged by a registered corporate service provider for that corporate service. (2) Subsection (1) does not apply where — ( a ) the person acts as a nominee director of his or her affiliated company; or ( b ) the person had commenced acting as a nominee director of the company before the appointed day. (3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction. (4) In this section — “affiliated company”, in relation to a person, means — ( a ) a company that employs the person; or ( b ) a company which by virtue of section 6 is deemed to be related to a corporation that employs the person; “appointed day” means the date of commencement of section 38( b ) of the Corporate Service Providers Act 2024; “nominee director” means a director who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person. [Act 22 of 2024 wef 09/06/2025]


document_id: coa-1967
provision_ref: s146
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 146
title: Restrictions on appointment or advertisement of director
content:
146. —(1) A person must not be named as a director or proposed director in — ( a ) any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or ( b ) the register of directors, chief executive officers and secretaries of a company, unless, before — ( c ) the incorporation of the company; or ( d ) the filing of any return in the prescribed form containing the particulars required to be specified in the register of directors, chief executive officers and secretaries, as the case may be, the person has complied with the conditions set out in subsection (1A). [36/2014] (1A) The conditions to be complied with by a person referred to in subsection (1) are the following: ( a ) the person has, by himself or herself or through a registered qualified individual authorised by him or her, filed with the Registrar — (i) a declaration that he or she has consented to act as a director; (ii) a statement in the prescribed form that he or she is not disqualified from acting as a director under this Act; and (iii) a statement in the prescribed form that he or she is not debarred under section 155B from acting as director of the company; ( b ) the person has, by himself or herself or through a registered qualified individual authorised by him or her — (i) filed with the Registrar a declaration that the person has agreed to take a number of shares of the company that is not less than the person’s qualification, if any; (ii) filed with the Registrar an undertaking that the person will take from the company and pay for his or her qualification shares, if any; (iii) filed with the Registrar a declaration that a specified number of shares, not less than the person’s qualification (if any), has been registered in the person’s name; or (iv) in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations, filed with the Registrar a declaration that — (A) the person was a shareholder in that other corporation or in one or more of the corporations of that group; and (B) as a shareholder the person will be entitled to receive and have registered in his or her name a number of shares not less than his or her qualification, by virtue of the terms of an agreement relating to the reconstruction. [36/2014] (2) Where a person has undertaken to the Registrar under subsection (1A)( b )(ii) to take and pay for the person’s qualification shares, the person is, as regards those shares, in the same position as if the person had signed the constitution for that number of shares. [36/2014] (3) Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) do not apply to — ( a ) a company not having a share capital; ( b ) a private company; or ( c ) a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company or to a constitution adopted by a company after the expiration of one year from the date on which the company was entitled to commence business. [36/2014] (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 $10,000 and also to a default penalty. (5) The restrictions in this section on a director or proposed director of a company incorporated under this Act in relation to a prospectus apply in the same manner and extent to a director or proposed director of a foreign company as if the references in subsections (1) and (4) to a company included references to a foreign company.


document_id: coa-1967
provision_ref: s147
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 147
title: Qualification of director
content:
147. —(1) Without affecting the operation of sections 145 and 146, every director, who is by the constitution required to hold a specified share qualification and who is not already qualified, must obtain his or her qualification within 2 months after his or her appointment or such shorter period as is fixed by the constitution. [36/2014] (2) Unless otherwise provided by the constitution, the qualification of any director of a company must be held by him or her solely and not as one of several joint holders. [36/2014] (3) A director must vacate his or her office if he or she has not within the period referred to in subsection (1) obtained his or her qualification or if after so obtaining it he or she ceases at any time to hold his or her qualification. (4) Any person who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty. (5) A person vacating office under this section is incapable of being re‑appointed as director until the person has obtained his or her qualification.


document_id: coa-1967
provision_ref: s148
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 148
title: Restriction on undischarged bankrupt
content:
148. —(1) Every person who, being an undischarged bankrupt (whether the person was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), acts as director of, or directly or indirectly takes part in or is concerned in the management of, any corporation, except with the permission of the Court or the written permission of the Official Assignee, 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] [Act 25 of 2021 wef 01/04/2022] (2) On an application by an undischarged bankrupt under subsection (1) to the Court or the Official Assignee (as the case may be) the Court or the Official Assignee may refuse the application or approve the application subject to such condition as the Court or the Official Assignee (as the case may be) may impose. (3) The Court must not give permission under this section unless notice of intention to apply therefor has been served on the Minister and on the Official Assignee and the Minister and the Official Assignee or either of them may be represented at the hearing of and may oppose the granting of the application. [Act 25 of 2021 wef 01/04/2022] (4) Any person who has been granted permission by the Court or written permission by the Official Assignee under subsection (1) must, within 14 days after the issue of the Court order or written permission, lodge a copy of the order or written permission with the Registrar. [36/2014] [Act 25 of 2021 wef 01/04/2022]


document_id: coa-1967
provision_ref: s149
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 149
title: Disqualification of unfit directors of insolvent companies
content:
149. —(1) The Court may — ( a ) on the application of the Minister or the Official Receiver as provided for in subsection (9); and ( b ) on being satisfied as to the matters referred to in subsection (2), make an order disqualifying a person specified in the order from being a director or in any way, whether directly or indirectly, being concerned in, or taking part in, the management of a company, during such period not exceeding 5 years after the date of the order as is specified in the order (called in this section a disqualification order). (2) The Court must make a disqualification order under subsection (1) if it is satisfied that — ( a ) the person against whom the order is sought has been given not less than 14 days’ notice of the application; and ( b ) in respect of the person — (i) he or she is or has been a director of a company which has at any time gone into liquidation (whether while he or she was a director or within 3 years of his or her ceasing to be a director) and was insolvent at that time; and (ii) his or her conduct as director of that company either taken alone or taken together with his or her conduct as a director of any other company or companies makes him or her unfit to be a director of or in any way, whether directly or indirectly, be concerned in, or take part in, the management of a company. (3) If in the case of a person who is or has been a director of a company which is — ( a ) being wound up by the Court, it appears to the Official Receiver or to the liquidator (if the liquidator is not the Official Receiver); or ( b ) being wound up otherwise than as mentioned in paragraph ( a ), it appears to the liquidator, that the conditions mentioned in subsection (2)( b ) are satisfied as respects that person, the Official Receiver or the liquidator (as the case may be) must immediately report the matter to the Minister. (4) The Minister may require the Official Receiver or the liquidator or the former liquidator of a company — ( a ) to furnish the Minister with such information with respect to any person’s conduct as a director of the company; and ( b ) to produce and permit inspection of such books, papers and other records relevant to that person’s conduct as such a director, as the Minister may reasonably require for the purpose of determining whether to exercise, or of exercising, any of the Minister’s functions under this section; and if default is made in complying with that requirement the Court may, on the application of the Minister, make an order requiring that person to make good the default within such time as is specified in the order. (5) For the purposes of this section — ( a ) a company has gone into liquidation — (i) if it is wound up by the Court, on the date of the filing of the winding up application; (ii) where a provisional liquidator was appointed under section 161(1) of the Insolvency, Restructuring and Dissolution Act 2018, at the time when the declaration made under that subsection was lodged with the Registrar; and (iii) in any other case, on the date of the passing of the resolution for the voluntary winding up; and ( b ) a company was insolvent at the time it has gone into liquidation if it was unable to pay its debts, within the meaning of that expression in section 125(2) of the Insolvency, Restructuring and Dissolution Act 2018, and references in this section to a person’s conduct as a director of any company or companies include, where any of those companies have become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency of that company. [40/2018] (6) In deciding whether a person’s conduct as a director of any particular company or companies makes him or her unfit to be concerned in, or take part in, the management of a company as is mentioned in subsection (2)( b ), the Court must in relation to his or her conduct as a director of that company or (as the case may be) each of those companies have regard, generally to the matters referred to in paragraph ( a ), and, in particular, to the matters referred to in paragraph ( b ), even though the director has not been convicted or may be criminally liable in respect of any of these matters — ( a ) as to — (i) whether there has been any misfeasance or breach of any fiduciary or other duty by the director in relation to the company; (ii) whether there has been any misapplication or retention by the director of, or any conduct by the director giving rise to an obligation to account for, any money or other property of the company; (iii) the extent of the director’s responsibility for any failure by the company to comply with sections 138, 190, 191, 196B, 197, 199 and 201; and ( b ) as to — (i) the extent of the director’s responsibility for the causes of the company becoming insolvent; (ii) the extent of the director’s responsibility for any failure by the company to supply any goods or services which have been paid for (in whole or in part); (iii) the extent of the director’s responsibility for the company entering into any transaction liable to be set aside under section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018; (iv) whether the causes of the company becoming insolvent are attributable to its carrying on business in a particular industry where the risk of insolvency is generally recognised to be higher. [36/2014; 40/2018] (7) The Minister may, by notification in the Gazette , add to, vary or amend the matters referred to in subsection (6) and that notification may contain such transitional provisions as may appear to the Minister to be necessary or expedient. (8) In this section, “company” includes a corporation and a foreign company but does not include a partnership or association to which Division 1 of Part 10 of the Insolvency, Restructuring and Dissolution Act 2018 applies. [40/2018] (9) In the case of a person who is or has been a director of a company which has gone into liquidation and is being wound up by the Court, an application under this section is to be made by the Official Receiver but in any other case an application is to be made by the Minister. (9A) On a hearing of an application under this section — ( a ) the Minister or the Official Receiver (as the case may be) must appear and call the attention of the Court to any matter which appears to him or her to be relevant (and for this purpose the Minister may be represented) and may give evidence or call witnesses; and ( b ) the person against whom an order is sought may appear and himself or herself give evidence or call witnesses. (10) This section does not apply unless the company mentioned in subsection (2)( b ) has gone into insolvent liquidation on or after 15 August 1984 and the conduct to which the Court is to have regard does not include conduct as a director of a company that has gone into liquidation before that date. (11) A person who acts as judicial manager, receiver or receiver manager shall not be liable to have a disqualification order made against the person in respect of acts done in the person’s capacity as judicial manager, receiver or receiver manager, as the case may be. (12) Any person who acts in contravention of a disqualification order made under this section 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. (13) Nothing in this section prevents a person who is disqualified pursuant to an order made under subsection (1) from applying for permission of the Court to be concerned in or take part in the management of a company. [Act 25 of 2021 wef 01/04/2022] (14) On the hearing of an application made under subsection (13) or (15), the Minister or the Official Receiver must appear (and for this purpose the Minister may be represented) and call attention of the Court to any matter which appears to him or her to be relevant to the application and may himself or herself give evidence or call witnesses. (15) Any right to apply for permission of the Court to be concerned or take part in the management of a company that was subsisting immediately before 23 March 1990 is, after that date, to be treated as subsisting by virtue of the corresponding provision made under this section. [Act 25 of 2021 wef 01/04/2022]


document_id: coa-1967
provision_ref: s149A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 149A
title: Disqualification of directors of companies wound up on grounds of national security or interest
content:
149A. —(1) Subject to subsections (2) and (3), where a company is ordered to be wound up by the Court under section 125(1)( n ) of the Insolvency, Restructuring and Dissolution Act 2018 on the ground that it is being used for purposes against national security or interest, the Court may, on the application of the Minister, make an order (called in this section a disqualification order) disqualifying any person who is a director of that company from being a director or in any way, directly or indirectly, being concerned in, or from taking part in, the management of any company or foreign company for a period of 3 years from the date of the making of the winding up order. [40/2018] (2) The Court must not make a disqualification order against any person under subsection (1) unless the Court is satisfied that the person against whom the order is sought has been given not less than 14 days’ notice of the Minister’s application for the order. (3) The Court must not make a disqualification order against any person under subsection (1) if such person proves to the satisfaction of the Court that — ( a ) the company had been used for purposes against national security or interest without his or her consent or connivance; and ( b ) he or she had exercised such diligence to prevent the company from being so used as he or she ought to have exercised having regard to the nature of his or her function in that capacity and to all the circumstances. (4) Any person who acts in contravention of a disqualification order made under subsection (1) 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. (5) In this section, “foreign company” means a foreign company to which Division 2 of Part 11 applies.


document_id: coa-1967
provision_ref: s149B
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 149B
title: Appointment of directors by ordinary resolution
content:
149B. Unless the constitution otherwise provides, a company may appoint a director by ordinary resolution passed at a general meeting. [36/2014]


document_id: coa-1967
provision_ref: s150
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 150
title: Appointment of directors to be voted on individually
content:
150. —(1) At a general meeting of a public company, a motion for the appointment of 2 or more persons as directors by a single resolution must not be made unless a resolution that it may be so made has first been agreed to by the meeting without any vote being given against it. (2) A resolution passed pursuant to a motion made in contravention of this section is void, whether or not its being so moved was objected to at the time. (3) Where a resolution pursuant to a motion made in contravention of this section is passed, no provision for the automatic re‑appointment of retiring directors in default of another appointment is to apply. (4) For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment is to be treated as a motion for the person’s appointment. (5) Nothing in this section — ( a ) applies to a resolution altering the company’s constitution; ( b ) prevents the election of 2 or more directors by ballot or poll. [36/2014]


document_id: coa-1967
provision_ref: s151
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 151
title: Validity of acts of directors and officers
content:
151. The acts of a director or chief executive officer or secretary are valid despite any defect that may afterwards be discovered in his or her appointment or qualification. [36/2014]


document_id: coa-1967
provision_ref: s152
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 152
title: Removal of directors
content:
152. —(1) A public company may by ordinary resolution remove a director before the expiration of his or her period of office, despite anything in its constitution or in any agreement between it and the director but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove the director does not take effect until the director’s successor has been appointed. [36/2014] (2) Special notice is required of any resolution to remove a director of a public company under subsection (1) or to appoint some person in place of a director so removed at the meeting at which the director is removed, and on receipt of notice of an intended resolution to remove a director under subsection (1) the company must immediately send a copy thereof to the director concerned, and the director, whether or not he or she is a member of the company, is entitled to be heard on the resolution at the meeting. [36/2014] (3) Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto representations in writing to the public company, not exceeding a reasonable length, and requests their notification to members of the company, the company must, unless the representations are received by it too late for it to do so — ( a ) in any notice of the resolution given to members of the company state the fact of the representations having been made; and ( b ) send a copy of the representations to every member of the company to whom notice of the meeting is sent, whether before or after receipt of the representations by the company, and if a copy of the representations is not so sent because they were received too late or because of the company’s default the director may, without affecting the director’s right to be heard orally, require that the representations must be read out at the meeting. [36/2014] (4) Despite subsections (1), (2) and (3), copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the public company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the director, even though the director is not a party to the application. [36/2014] (5) A vacancy created by the removal of a director of a public company under this section, if not filled at the meeting at which the director is removed, may be filled as a casual vacancy. [36/2014] (6) A person appointed director of a public company in place of a person removed under this section is to be treated, for the purpose of determining the time at which he or she or any other director is to retire, as if he or she had become a director on the day on which the person in whose place he or she is appointed was last appointed a director. [36/2014] (7) Nothing in subsections (1) to (6) is to be taken as depriving a person removed as a director of a public company thereunder of compensation or damages payable to him or her in respect of the termination of his or her appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section. [36/2014] (8) A director of a public company must not be removed by, or be required to vacate his or her office by reason of, any resolution, request or notice of the directors or any of them despite anything in the constitution or any agreement. [36/2014] (9) Subject to any provision to the contrary in the constitution, a private company may by ordinary resolution remove a director before the expiration of his or her period of office despite anything in any agreement between the private company and the director. [36/2014] 153. [ Repealed by Act 36 of 2014 ]


document_id: coa-1967
provision_ref: s154
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 154
title: Disqualification to act as director on conviction of certain offences
content:
154. —(1) A person is subject to the disqualifications provided in subsection (3) if — ( a ) the person is convicted of any of the following offences: (i) any offence, whether in Singapore or elsewhere, involving fraud or dishonesty punishable with imprisonment for 3 months or more; (ii) any offence under Part 12 of the Securities and Futures Act 2001, where the conviction was on or after 1 July 2015; or ( b ) the person is subject to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 on or after 1 July 2015. [36/2014; 15/2017] (2) The court may, in addition to any other sentence imposed, make a disqualification order against any person who is convicted in Singapore of any of the following offences: ( a ) any offence in connection with the formation or management of a corporation; ( b ) any offence under section 157 or 396B; ( c ) any offence under section 237 or 239 of the Insolvency, Restructuring and Dissolution Act 2018. [40/2018] (3) Subject to any permission which the Court may give pursuant to an application under subsection (6), a person who — ( a ) is disqualified under subsection (1); or ( b ) has had a disqualification order made against him or her under subsection (2), must not act as a director, or take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order. [36/2014] [Act 25 of 2021 wef 01/04/2022] (4) The disqualifications in subsection (3) — ( a ) in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) but has not been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years or for such shorter period as the court may order under subsection (2); ( b ) in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) and has been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years after his or her release from prison; or ( c ) in a case where the disqualified person is subject, on or after 1 July 2015, to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 — take effect upon the imposition of the civil penalty and continue for a period of 5 years after the imposition of the civil penalty. [36/2014; 15/2017] (5) A person who contravenes subsection (3) 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] (6) A person who — ( a ) is disqualified under subsection (1); or ( b ) has had a disqualification order made against him or her under subsection (2), may apply to the Court for permission to act as a director, or to take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of his or her intention to apply for such permission. [36/2014] [Act 25 of 2021 wef 01/04/2022] (7) On the hearing of any application under subsection (6), the Minister may be represented at the hearing and may oppose the granting of the application. [36/2014] (8) Without affecting section 409, a District Court may make a disqualification order under this section. (9) Any right to apply for permission of the Court to be a director or promoter or to be concerned or take part in the management of a company that was subsisting immediately before 12 November 1993 is on or after that date to be treated as subsisting by virtue of the corresponding provision made under this section. [Act 25 of 2021 wef 01/04/2022]


document_id: coa-1967
provision_ref: s155
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 155
title: Disqualification for persistent default in relation to delivery of documents to Registrar
content:
155. —(1) Where a person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5 years after the person has last been adjudged guilty of any offence or has had made against the person an order under section 13 or 399 in relation to any such relevant requirements of this Act, without the permission of the Court, is a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management of a company, that person 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. [Act 25 of 2021 wef 01/04/2022] (2) Any provision of this Act which requires any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar is a relevant requirement of this Act for the purposes of this section. (3) For the purposes of this section, the fact that a person has been persistently in default in relation to relevant requirements of this Act may, subject to subsection (8), be conclusively proved by showing that, within a period of 5 years, the person has been adjudged guilty of 3 or more offences in relation to any such requirements or has had 3 or more orders made against the person under section 13 or 399 in relation to those requirements. (4) A person is to be treated as being adjudged guilty of 3 or more offences in relation to any such relevant requirements of this Act for the purpose of subsection (3) if the person is convicted of any 3 or more offences by virtue of any contravention of, or failure to comply with, any such requirements (whether on the person’s own part or on the part of any company). (5) For the purpose of this section, a conviction for an offence under section 154(2)( a ) is not to be treated as an offence in relation to a relevant requirement of this Act. (6) Where a person has had a third or subsequent order made against the person under section 13 or 399 and by virtue of the operation of this section that person is disqualified from being a director or promoter of or from being in any way directly or indirectly concerned or taking part in the management of a company, nothing in this section is to be construed as preventing that person from complying with the order of the Court and for this purpose that person is deemed to have the same status, powers and duties as that person had at the time the act, matter or thing should have been done. (7) For the purpose of this section, a certificate of the Registrar stating that a person has been adjudged guilty of 3 or more offences or has had made against the person 3 or more orders under section 13 or 399 in relation to the requirements of this Act shall in all courts be received as prima facie evidence of the facts stated therein. (8) No account is to be taken for the purposes of this section of any offence which was committed or, in the case of a continuing offence, began before 15 May 1984. (9) A person intending to apply for permission of the Court under this section must give to the Minister not less than 14 days’ notice of the person’s intention so to apply. [Act 25 of 2021 wef 01/04/2022] (10) On the hearing of any application under this section, the Minister may be represented and may oppose the granting of the application. (11) In this section, company includes an unregistered company within the meaning of section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018. [40/2018]


document_id: coa-1967
provision_ref: s155A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 155A
title:
Disqualification for being director in not less than 3 companies which were struck off within 5‑year period

content:
155A. —(1) A person who — ( a ) had been a director of 3 or more companies which names had been struck off the register under section 344(4) read with section 344(1) within a period of 5 years; and ( b ) was, at the time the name of each company mentioned in paragraph ( a ) was struck off the register under section 344(4) read with section 344(1), a director of the company, must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies for the period specified in subsection (1A). [Act 17 of 2023 wef 01/07/2023] (1A) The period mentioned in subsection (1) is — ( a ) where the person had previously been disqualified under this section (whether before, on or after the date of commencement of section 5 of the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023) from acting as director of, or taking part in or being concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies, 5 years after the date on which the name (or names) of the last of the companies mentioned in subsection (1)( a ) was (or were) struck off the register; or ( b ) in any other case, 3 years after the date on which the name (or names) of the last of the companies mentioned in subsection (1)( a ) was (or were) struck off the register. [Act 17 of 2023 wef 01/07/2023] (2) Any person who contravenes subsection (1) 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] (3) A person who is subject to a disqualification under subsection (1) may apply for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of disqualification to — ( a ) the Registrar; or ( b ) the Court, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission. [Act 17 of 2023 wef 01/07/2023] (3A) An application under subsection (3)( b ) cannot be made if an application has been made to the Registrar under subsection (3)( a ) and the decision of the Registrar on the application is pending. [Act 17 of 2023 wef 01/07/2023] (3B) An application under subsection (3)( a ) may be granted by the Registrar if the Registrar, having regard to such considerations as may be prescribed, thinks fit to do so. [Act 17 of 2023 wef 01/07/2023] (3C) An application under subsection (3)( b ) may be granted by the Court if the Court thinks fit to do so. [Act 17 of 2023 wef 01/07/2023] (4) On the hearing of any application under this section, the Minister may be represented at the hearing and may oppose the granting of the application. [36/2014] (5) [ Deleted by Act 17 of 2023 wef 01/07/2023 ]


document_id: coa-1967
provision_ref: s155B
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 155B
title: Debarment for default of relevant requirement of this Act
content:
155B. —(1) Where the Registrar is satisfied that a company is in default in relation to a relevant requirement of this Act, the Registrar may make a debarment order against any person who, at the time the order is made, is a director or secretary of the company. [36/2014] (2) Subject to subsection (3), a person who has a debarment order made against him or her must not — ( a ) except in respect of a company of which the person is a director immediately before the order was made — act as director of any company; or ( b ) except in respect of a company of which the person is a secretary immediately before the order was made — act as secretary of any company. [36/2014] (3) The debarment order applies from the date that the order is made and continues in force until the Registrar cancels or suspends the order. [36/2014] (4) The Registrar may, upon the application of a person who has a debarment order made against the person or on the Registrar’s own accord, cancel or suspend such debarment order where the default in relation to the relevant requirements of this Act as at the time the debarment order is made has been rectified or on such other ground as may be prescribed, subject to such conditions as the Registrar may impose. [36/2014] (5) Where the Registrar imposes conditions on the suspension of a debarment order under subsection (4), the suspension of the debarment order operates so long as that person fulfils and continues to fulfil all such conditions imposed by the Registrar. [36/2014] (6) The Registrar must not make a debarment order under subsection (1) — ( a ) unless the default in relation to a relevant requirement of this Act has persisted for a continuous period of 3 months or more and the person was a director or secretary of the company during that period; and ( b ) unless the Registrar has, not less than 14 days before the order is made, sent the director or secretary concerned a notice of the Registrar’s intention to make a debarment order under subsection (1) specifying the default in relation to the relevant requirement of this Act for which the debarment order is proposed to be made and giving the director or secretary an opportunity to show cause why the debarment order should not be made. [36/2014] (7) The Registrar must, in determining whether to make a debarment order, consider any representation from the director or secretary made pursuant to the notice under subsection (6)( b ). [36/2014] (8) Any person who is aggrieved by a debarment order made under subsection (1), or the Registrar’s refusal to cancel or suspend a debarment order under subsection (4), may appeal to the Minister. [36/2014] (9) An appeal under subsection (8) does not suspend the effect of the debarment order. [36/2014] (10) Any person who contravenes subsection (2) 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] (11) The Registrar may from time to time prepare and publish, in such form and manner as the Registrar may decide, the names and particulars of the persons against whom a debarment order has been made and which continues in force. [36/2014] (12) In this section — “debarment order” means a debarment order made under subsection (1); “relevant requirement of this Act” has the meaning given by section 155(2); “secretary” means a secretary of the company appointed under section 171. [36/2014]


document_id: coa-1967
provision_ref: s155C
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 155C
title: Disqualification under Limited Liability Partnerships Act 2005
content:
155C. —(1) Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 59, 60 or 61 of the Limited Liability Partnerships Act 2005 must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies during the period of disqualification or disqualification order. [36/2014] [Act 25 of 2021 wef 01/04/2022] (2) Any person who contravenes subsection (1) 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] (3) A person who is subject to a disqualification or disqualification order under section 59 or 61 of the Limited Liability Partnerships Act 2005 may apply to the Court for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission. [36/2014] [Act 25 of 2021 wef 01/04/2022] (4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application. [36/2014]


document_id: coa-1967
provision_ref: s155D
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 155D
title: Disqualification under VCC Act
content:
155D. —(1) Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 56, 57, 58, 59 or 60 of the VCC Act must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies during the period of the disqualification or disqualification order. [44/2018; 28/2019] [Act 25 of 2021 wef 01/04/2022] (2) Any person who contravenes subsection (1) 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. [44/2018] (3) A person who is subject to a disqualification or disqualification order mentioned in sections 56, 58, 59 and 60 of the VCC Act may apply to the Court for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission. [44/2018; 28/2019] [Act 25 of 2021 wef 01/04/2022] (4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application. [44/2018]


document_id: coa-1967
provision_ref: s155E
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 155E
title: Debarment under VCC Act
content:
155E. —(1) A person who has a debarment order made against him or her under section 59 of the VCC Act must not — ( a ) except in respect of a company of which the person is a director immediately before the order was made — act as director of any company; or ( b ) except in respect of a company of which the person is a secretary immediately before the order was made — act as secretary of any company. [28/2019] (2) Subsection (1) applies from the date that the debarment order is made until such time as the Registrar cancels or suspends the order. [28/2019] (3) Any person who contravenes subsection (1) 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. [28/2019]


document_id: coa-1967
provision_ref: s156
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 156
title: Disclosure of interests in transactions, property, offices, etc.
content:
156. —(1) Subject to this section, every director or chief executive officer of a company who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must as soon as is practicable after the relevant facts have come to his or her knowledge — ( a ) declare the nature of his or her interest at a meeting of the directors of the company; or ( b ) send a written notice to the company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the company. [36/2014] (2) A notice under subsection (1)( b ) must be given as soon as is practicable after — ( a ) the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or ( b ) (if already a director or chief executive officer, as the case may be) the date on which the director or chief executive officer became, directly or indirectly, interested in a transaction or proposed transaction with the company, as the case requires. [36/2014] (3) The requirements of subsection (1) do not apply in any case where the interest of the director or chief executive officer (as the case may be) consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction with the firstmentioned company if the interest of the director or chief executive officer (as the case may be) may properly be regarded as not being a material interest. [36/2014] (4) A director or chief executive officer of a company is not deemed to be interested or to have been at any time interested in any transaction or proposed transaction by reason only — ( a ) in the case where the transaction or proposed transaction relates to any loan to the company — that he or she has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or ( b ) in the case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of a corporation which by virtue of section 6 is deemed to be related to the company — that he or she is a director or chief executive officer (as the case may be) of that corporation, and this subsection has effect not only for the purposes of this Act but also for the purposes of any other law, but does not affect the operation of any provision in the constitution of the company. [36/2014] (5) A declaration given by a director or chief executive officer under subsection (1)( a ), or a written notice given by a director or chief executive officer under subsection (1)( b ), is to be treated as a sufficient declaration or written notice under those provisions in relation to a transaction or proposed transaction if — ( a ) in the case of a declaration, the declaration is given at a meeting of the directors or the director or chief executive officer (as the case may be) takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given; ( b ) the declaration or written notice is to the effect that — (i) he or she is an officer or a member of a specified corporation, a member of a specified firm, or a partner or officer of a specified limited liability partnership; and (ii) he or she is to be regarded as interested in any transaction which may, after the date of the declaration or written notice, be made with the specified corporation, firm or limited liability partnership; ( c ) the declaration or written notice specifies the nature and extent of his or her interest in the specified corporation, firm or limited liability partnership; and ( d ) at the time any transaction is made with the specified corporation, firm or limited liability partnership, his or her interest is not different in nature or greater in extent than the nature and extent specified in the declaration or written notice. [36/2014] (6) Every director and chief executive officer of a company who holds any office or possess any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with their duties or interests as director or chief executive officer (as the case may be) must — ( a ) declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict; or ( b ) send a written notice to the company setting out the fact and the nature, character and extent of the conflict. [36/2014] (7) A declaration under subsection (6)( a ) must be made at the first meeting of the directors of the company held — ( a ) after he or she becomes a director or chief executive officer (as the case may be); or ( b ) (if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property, as the case requires. [36/2014] (8) A written notice under subsection (6)( b ) must be given as soon as is practicable after — ( a ) the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or ( b ) (if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property, as the case requires. [36/2014] (9) The company must, as soon as practicable after the receipt of the written notice mentioned in subsection (1)( b ) or (6)( b ), send a copy of the notice to — ( a ) in the case where the notice is given by a chief executive officer — all the directors; or ( b ) in the case where the notice is given by a director — all the other directors. [36/2014] (10) Where a chief executive officer or a director of the company declares an interest or conflict by a written notice mentioned in subsection (1)( b ) or (6)( b ) (respectively) in accordance with this section — ( a ) the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given; and ( b ) the provisions of section 188 (minutes of proceedings) apply as if the declaration had been made at that meeting. [36/2014] (11) The secretary of the company must record every declaration under this section in the minutes of the meeting at which it was made and keep records of every written resolution duly signed and returned to the company under this section. [36/2014] (12) The directors of a company must permit a chief executive officer of the company who is not a director to attend a meeting of the board of directors where such attendance is necessary for the chief executive officer to make a declaration for the purpose of complying with this section. [36/2014] (13) For the purposes of this section — ( a ) an interest of a member of a director’s family is treated as an interest of the director and the words “member of a director’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and ( b ) an interest of a member of a chief executive officer’s family is treated as an interest of the chief executive officer and the words “member of the chief executive officer’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter. [36/2014] (14) Subject to subsection (4), this section is in addition to and not in derogation of the operation of any rule of law or any provision in the constitution restricting a director or chief executive officer from having any interest in transactions with the company or from holding offices or possessing properties involving duties or interests in conflict with his or her duties or interests as a director or chief executive officer (as the case may be). [36/2014] (15) Any director or chief executive officer of a company who fails to comply with any of the provisions of this section 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. [36/2014]


document_id: coa-1967
provision_ref: s157
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 157
title: As to the duty and liability of officers
content:
157. —(1) A director must at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office. (2) An officer or agent of a company must not make improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the company. [36/2014] (3) An officer or agent who commits a breach of any of the provisions of this section shall be — ( a ) liable to the company for any profit made by him or her or for any damage suffered by the company as a result of the breach of any of those provisions; and ( b ) 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. (4) This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company. (5) In this section — “officer” includes a person who at any time has been an officer of the company; “agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.


document_id: coa-1967
provision_ref: s157A
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 157A
title: Powers of directors
content:
157A. —(1) The business of a company is to be managed by, or under the direction or supervision of, the directors. [36/2014] (2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting. [36/2014]


document_id: coa-1967
provision_ref: s157B
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 157B
title: Director declarations where company has one director
content:
157B. Where a company only has one director, that director may make a declaration required or authorised to be made under this Act by recording the declaration and signing the record; and such recording and signing of the declaration satisfies any requirement in this Act that the declaration be made at a meeting of the directors.


document_id: coa-1967
provision_ref: s157C
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 157C
title: Use of information and advice
content:
157C. —(1) Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons: ( a ) an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned; ( b ) a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence; ( c ) any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee’s designated authority. (2) Subsection (1) applies to a director only if the director — ( a ) acts in good faith; ( b ) makes proper inquiry where the need for inquiry is indicated by the circumstances; and ( c ) has no knowledge that such reliance is unwarranted.


document_id: coa-1967
provision_ref: s158
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 158
title: Disclosure of company information by certain directors
content:
158. —(1) A director of a company may disclose information which the director has in his or her capacity as a director or an employee of a company, being information that would not otherwise be available to him or her, to the persons specified in subsection (2) if such disclosure is not likely to prejudice the company and is made with the authorisation of the board of directors. [36/2014] (2) The information referred to in subsection (1) may be disclosed to — ( a ) a person whose interests the director represents; or ( b ) a person in accordance with whose directions or instructions the director may be required or is accustomed to act in relation to the director’s powers and duties. (3) The authorisation mentioned in subsection (1) may be conferred in respect of disclosure of — ( a ) all or any class of information; or ( b ) only such information as may be specified in the authorisation. [36/2014]


document_id: coa-1967
provision_ref: s159
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 159
title:
Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council

content:
159. The matters to which the directors of a company are entitled to have regard in exercising their powers include — ( a ) the interests of the company’s employees generally, as well as the interests of its members; and ( b ) the rulings of the Securities Industry Council on the interpretation of the principles and rules of and the practice to be followed under the Singapore Code on Take‑overs and Mergers.


document_id: coa-1967
provision_ref: s160
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 160
title: Approval of company required for disposal by directors of company’s undertaking or property
content:
160. —(1) Despite anything in a company’s constitution, the directors must not carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by the company in general meeting. [36/2014] (2) The Court may, on the application of any member of the company, restrain the directors from entering into a transaction in contravention of subsection (1). (3) A transaction entered into in contravention of subsection (1) is, in favour of any person dealing with the company for valuable consideration and without actual notice of the contravention, as valid as if that subsection had been complied with. (4) This section does not apply to proposals for disposing of the whole or substantially the whole of the company’s undertaking or property made by a receiver and manager of any part of the undertaking or property of the company appointed under a power contained in any instrument or a liquidator of a company appointed in a voluntary winding up. 160A. [ Repealed by Act 38 of 1998 ] 160B. [ Repealed by Act 38 of 1998 ] 160C. [ Repealed by Act 38 of 1998 ] 160D. [ Repealed by Act 38 of 1998 ]


document_id: coa-1967
provision_ref: s161
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 161
title: Approval of company required for issue of shares by directors
content:
161. —(1) Despite anything in a company’s constitution, the directors must not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares. [36/2014] (2) Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions. (3) Any approval for the purposes of this section continues in force until — ( a ) the conclusion of the annual general meeting commencing next after the date on which the approval was given; or ( b ) the expiration of the period within which the next annual general meeting after that date is required by law to be held, whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting. (4) The directors may issue shares even though an approval for the purposes of this section has ceased to be in force if the shares are issued pursuant to an offer, agreement or option made or granted by them while the approval was in force and they were authorised by the approval to make or grant an offer, agreement or option which would or might require shares to be issued after the expiration of the approval. (5) Section 186 applies to any resolution whereby an approval is given for the purposes of this section. (6) Any issue of shares made by a company in contravention of this section is void and consideration given for the shares is recoverable accordingly. (7) Any director who knowingly contravenes, or permits or authorises the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but no proceedings to recover any such loss, damages or costs may be commenced after the expiration of 2 years from the date of the issue.


document_id: coa-1967
provision_ref: s162
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 162
title: Loans and quasi‑loans to directors, credit transactions and related arrangements
content:
162. —(1) For the purposes of this section, a company makes a restricted transaction if it — ( a ) makes a loan or quasi‑loan to a director — (i) of the company; or (ii) of a company which by virtue of section 6 is deemed to be related to that company, (called in this section a relevant director); ( b ) enters into any guarantee or provides any security in connection with a loan or quasi‑loan made to a relevant director by any other person; ( c ) enters into a credit transaction as creditor for the benefit of a relevant director; ( d ) enters into any guarantee or provides any security in connection with a credit transaction entered into by any person for the benefit of a relevant director; ( e ) takes part in an arrangement under which — (i) another person enters into a transaction that, if it had been entered into by the company, would have been a restricted transaction under paragraph ( a ), ( b ), ( c ), ( d ) or ( f ); and (ii) that person, pursuant to the arrangement, obtains a benefit from the company or a company which by virtue of section 6 is deemed to be related to that company; or ( f ) arranges the assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have been a restricted transaction under paragraphs ( a ) to ( e ). [36/2014] (2) Subject to subsections (3) and (4) and sections 163A and 163B, a company (other than an exempt private company) must not make a restricted transaction. [36/2014] (3) Subject to subsection (4), nothing in this section applies to any transaction which would otherwise be a restricted transaction that is — ( a ) made to or for the benefit of a relevant director to meet expenditure incurred or to be incurred by him or her for the purposes of the company or for the purpose of enabling him or her to properly perform his or her duties as an officer of the company; ( b ) made to or for the benefit of a relevant director who is engaged in the full‑time employment of the company or of a corporation that is deemed to be related to the company, as the case may be, for the purpose of purchasing or otherwise acquiring a home occupied or to be occupied by the director, except that not more than one such restricted transaction may be outstanding at any time; ( c ) made to or for the benefit of a relevant director who is engaged in the full‑time employment of the company or of a corporation that is deemed to be related to that company (as the case may be) where the company has at a general meeting approved of a scheme for the making of such transaction to or for the benefit of employees of the company and the restricted transaction is in accordance with that scheme; or ( d ) made to or for the benefit of a relevant director in the ordinary course of business of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans, quasi‑loans or credit transactions made or entered into by other persons if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore. [36/2014] (4) Subsection (3)( a ) or ( b ) does not authorise the making of any restricted transaction, except — ( a ) with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount or extent of the restricted transaction are disclosed; or ( b ) on condition that, if the prior approval of the company is not given as aforesaid at or before the next following annual general meeting, the amount of or liability under the restricted transaction must be repaid or discharged (as the case may be) within 6 months from the conclusion of that meeting. [36/2014] (5) Where the prior approval of the company is not given as required by the condition mentioned in subsection (4)( b ), the directors authorising the making of the restricted transaction are jointly and severally liable to indemnify the company against any loss arising therefrom. [36/2014] (6) Where a company contravenes this section, any director who authorises the making of the restricted transaction shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years. [36/2014] (7) Nothing in this section operates to prevent the company from recovering the amount of any loan, quasi‑loan, credit transaction or arrangement or amount for which it becomes liable under any guarantee entered into or in respect of any security given contrary to this section. [36/2014] (8) For the purpose of subsection (1), a reference to a director or relevant director therein includes a reference to the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter. [36/2014] (9) In determining for the purposes of this section whether a transaction is a restricted transaction under subsection (1)( e ), the transaction is to be treated as having been entered into on the date of the arrangement. [36/2014] (10) For the purposes of this section, a reference to prior approval does not include any approval of the company that is given after the restricted transaction has been made, provided for or entered into (as the case may be). [36/2014] (11) In this section and section 163 — “conditional sale agreement” has the meaning given by section 2 of the Hire‑Purchase Act 1969; “credit transaction” means a transaction under which one party (called in this section and section 163 the creditor) — ( a ) supplies any goods or disposes of any immovable property under a hire‑purchase agreement or a conditional sale agreement; ( b ) leases or hires any immovable property or goods in return for periodic payments; or ( c ) otherwise disposes of immovable property or supplies goods or services on the understanding that payment (whether in a lump sum or instalments or by way of periodic payments or otherwise) is to be deferred; “quasi‑loan” means a transaction under which one party (called in this section and section 163 the creditor) agrees to pay, or pays otherwise than pursuant to an agreement, a sum for another (called in this section the borrower) or agrees to reimburse, or reimburses otherwise than pursuant to an agreement, expenditure incurred by another party for another (called in this section and section 163 the borrower) — ( a ) on terms that the borrower (or a person on the borrower’s behalf) will reimburse the creditor; or ( b ) in circumstances giving rise to a liability on the borrower to reimburse the creditor; “services” means any thing other than goods or immovable property. [36/2014] (12) For the purposes of subsection (11) — ( a ) a reference to the person to whom a quasi‑loan is made is a reference to the borrower; ( b ) the liabilities of the borrower under a quasi‑loan include the liabilities of any person who has agreed to reimburse the creditor on behalf of the borrower; ( c ) a reference to the person for whose benefit a credit transaction is entered into is a reference to the person to whom goods, immovable property or services are supplied, sold, leased, hired or otherwise disposed of under the transaction; and ( d ) a reference to the supply of services means the supply of anything other than goods or immovable property and includes the transfer or disposal of choses in action or of intellectual property rights.


document_id: coa-1967
provision_ref: s163
chapter: PART 5 - MANAGEMENT AND ADMINISTRATION
section: 163
title:
Approval of company required for loans and quasi‑loans to, and credit transactions for benefit of, persons connected with directors of lending company, etc.

content:
163. —(1) Subject to this section and sections 163A and 163B, it is not lawful for a company (other than an exempt private company) — ( a ) to make a loan or quasi‑loan to another company, a limited liability partnership or a VCC; ( b ) to enter into any guarantee or provide any security in connection with a loan or quasi‑loan made to another company, a limited liability partnership or a VCC by a person other than the firstmentioned company; ( c ) to enter into a credit transaction as creditor for the benefit of another company, a limited liability partnership or a VCC; or ( d ) to enter into any guarantee or provide any security in connection with a credit transaction entered into by any person for the benefit of another company, a limited liability partnership or a VCC, if a director or directors of the firstmentioned company is or together are interested in 20% or more of the total voting power in the other company, the limited liability partnership or the VCC (as the case may be), unless there is prior approval by the company in general meeting for the making of, provision for or entering into the loan, quasi‑loan, credit transaction, guarantee or security (as the case may be) at which the interested director or directors, and his, her or their family members, abstained from voting. [36/2014; 44/2018] (2) Subsection (1) also applies to — ( a ) a loan or quasi‑loan made by a company (other than an exempt private company) to another company or a limited liability partnership; ( b ) a credit transaction made by a company (other than an exempt private company) for the benefit of another company or to a limited liability partnership; and ( c ) a guarantee entered into or security provided by a company (other than an exempt private company) in connection with a loan or quasi‑loan made to another company or a limited liability partnership by a person other than the firstmentioned company or with a credit transaction made for the benefit of another company or a limited liability partnership entered into by a person other than the firstmentioned company, where such other company or such limited liability partnership is incorporated or formed (as the case may be) outside Singapore, if a director or directors of the firstmentioned company have an interest in the other company or the limited liability partnership, as the case may be. [36/2014] (3) For the purposes of subsection (2), a director or directors of a company — ( a ) have an interest in the other company if — (i) in the case of a company with a share capital — the director or directors is or together are interested in 20% or more of the total voting power in the other company; or (ii) in the case of a company without a share capital — the director or directors exercises or together exercise control over the other company (whether by reason of having the power to appoint directors or otherwise); or ( b ) have an interest in a limited liability partnership if the director or directors is or together are interested in 20% or more of the total voting power in the limited liability partnership. [36/2014] (3A) Subject to this section and sections 163A and 163B, a company (other than an exempt private company) must not — ( a ) take part in an arrangement under which — (i) another person enters into a transaction that, if it had been entered into by the company, would have required approval under this section; and (ii) that person, pursuant to the arrangement, obtains a benefit from the company or a related company; or ( b ) arrange the assignment to it, or assumption by it, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have required such approval, unless there is prior approval by the company in general meeting for taking part in such an arrangement or for arranging the assignment or assumption of rights, obligations or liabilities under such a transaction at which the interested director or directors, or his, her or their family members, abstained from voting. [36/2014] (3B) In determining for the purposes of subsection (3A) whether a transaction is one that would have required approval under this section if it had been entered into by the company, the transaction is to be treated as having been entered into on the date of the arrangement. [36/2014] (3C) The requirement in subsections (1) and (3A) that the interested director or directors, or his, her or their family members, abstain from voting at the general meeting of the company does not apply where all the shareholders of the company have each voted to approve the arrangement. [36/2014] (3D) For the purposes of this section — ( a ) where a company makes a loan or quasi‑loan to another company or VCC, enters into a credit transaction for the benefit of another company or VCC, gives a guarantee or provides security in connection with a loan, quasi‑loan or credit transaction made to or entered into for the benefit of another company or VCC, or enters into an arrangement referred to in subsection (3A), a director or directors of the firstmentioned company are not to be taken to have an interest in shares in that other company or VCC by reason only that the firstmentioned company has an interest in shares in that other company or VCC and a director or directors have an interest in shares in the firstmentioned company; ( b ) the expression “interest in shares”, in relation to a company, has the meaning assigned to it in section 7 and, in relation to a VCC, has the meaning assigned to it in section 7 as applied by section 2(6) of the VCC Act and read with section 2(7) of that Act; ( c ) a person who has an interest in a share of a company or a VCC is to be treated as having an interest in the voting power conferred on the holder by that share; ( d ) a reference to prior approval of the company in subsection (1) does not include any approval of the company that is given after the loan, quasi‑loan, credit transaction, guarantee or security mentioned in that subsection has been made, provided for or entered into (as the case may be); and ( e ) a reference to prior approval of the company in subsection (3A) does not include any approval of the company that is given after the arrangement referred to in that subsection has been entered into. [36/2014; 44/2018] (4) This section does not apply — ( a ) to anything done by a company where the other company (whether that company is incorporated in Singapore or otherwise) or VCC is its subsidiary or holding company or a subsidiary of its holding company; or ( b ) to a company, whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore. [44/2018] (5) For the purposes of this section — ( a ) an interest of a member of a director’s family is treated as the interest of the director; and ( b ) a reference to a member of a director’s family includes the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter. [36/2014] (6) Nothing in this section operates to prevent the recovery of the amount of any loan, quasi‑loan, credit transaction or arrangement or the enforcement of any guarantee or security whether made or given by the company or any other person. [36/2014] (7) Where a company contravenes this section, any director who authorises the making of any loan or quasi‑loan, the entering into of any credit transaction, the entering into of any guarantee, the providing of any security or the entering into of any arrangement contrary to this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years. [36/2014]


