Companies Act 1967

• Act Code: CoA1967
• Edition: 2020 Rev Ed
• Commencement: 28 Dec 1967
• Version as at: 11 Jul 2026
• Enacted by: Parliament

Section 1 — Short title

This Act is the Companies Act 1967.

Section 2 — Division into Parts

This Act is divided into Parts and Divisions as follows:Part 1 sections 1‑7A … Preliminary sections 1‑7A. Part 2 sections 8‑15 ... Administration of this Act sections 8‑8H, 10, 12‑15. Part 3 Constitution of Companies sections 17‑42A ... Div

Section 3 — Repeals

(1) The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be repealed or amended are repealed or amended accordingly.Transitory provisions (2) Unless the contrary intention appears in this Act

Section 4 — Interpretation

(1) In this Act, unless the contrary intention appears —“accounting corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act 2004; “accounting entity” means a public accountant, a

Section 5 — Definition of subsidiary and holding company

(1) For the purposes of this Act, a corporation is, subject to subsection (3), deemed to be a subsidiary of another corporation, if —(a) that other corporation —(i) controls the composition of the board of directors of the firstmentioned co

Section 5A — Definition of ultimate holding company

For the purposes of this Act, a corporation is the ultimate holding company of another corporation if —(a) the other corporation is a subsidiary of the firstmentioned corporation; and (b) the firstmentioned corporation is not itself a subsi

Section 5B — Definition of wholly owned subsidiary

For the purposes of this Act, a corporation is a wholly owned subsidiary of another corporation if none of the members of the firstmentioned corporation is a person other than —(a) that other corporation; (b) a nominee of that other corpora

Section 6 — When corporations deemed to be related to each other

Where a corporation —(a) is the holding company of another corporation; (b) is a subsidiary of another corporation; or (c) is a subsidiary of the holding company of another corporation, that firstmentioned corporation and that other corpora

Section 7 — Interests in shares

(1) The following subsections have effect for the purposes of Division 4 of Part 4 and sections 163, 164 and 165 and subsection (6A), in addition, also has effect for the purposes of section 244.[36/2014] (1A) Subject to this section, a per

Section 7A — Solvency statement and offence for making false statement

(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

Section 8 — Administration of Act and appointment of Registrar of Companies, etc.

(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 th

Section 8A — Inspection of books of corporation

(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 produc

Section 8B — Power of Magistrate to issue warrant to seize books

(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

Section 8C — Copies of or extracts from books to be admitted in evidence

(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 t

Section 8D — Destruction, mutilation, etc., of company documents

(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 corporat

Section 8E — Saving for advocates and solicitors

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 whic

Section 8F — Investigation of certain matters

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

Section 8G — Saving for banks, insurance companies and certain financial institutions

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

Section 8H — Security of information

(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

Section 10 — Company auditors

(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 audito

Section 12 — Registers

(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) [Deleted by Act 24 of 2025 wef 06/05/2026]

Section 12A — Electronic transaction system

(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

Section 12B — Rectification by Court

(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 registe

Section 12C — Rectification by Registrar on application

(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 lodgm

Section 12D — Rectification or updating on Registrar’s initiative

(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, typographi

Section 12E — Exclusion of residential address from public access if contact address is available

(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

Section 12F — Cessation of exclusion of residential address from public access

(1) For the purposes of section 12E(2), the grounds for causing the individual’s residential address to cease to be excluded from public access under section 12(2)(c) or (d) (as the case may be) are either that —(a) communications sent by t

Section 13 — Enforcement of duty to make returns

(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

Section 14 — Relodging of lost registered documents

(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

Section 15 — Size, durability and legibility of documents delivered to Registrar

(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 s

Section 17 — Formation of companies

(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 inco

Section 18 — Private company

(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 share

Section 19 — Registration and incorporation

(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 compa

Section 20 — Power to refuse registration

(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 requ

Section 20A — Minimum of one member

A company must have at least one member.

Section 21 — Membership of holding company

(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 contra

Section 22 — Requirements as to constitution

(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 —

Section 23 — Capacity and powers of company

(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

Section 24 — Power of company to provide for employees on cessation of business

(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 comp

Section 25 — Ultra vires transactions

(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 i

Section 25A — No constructive notice

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 constituti

Section 25B — Power of directors to bind company

(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 purp

Section 25C — Constitutional limitations: transactions with directors or their associates

(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

Section 25D — Persons connected with director in section 25C

(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 pe

Section 26 — General provisions as to alteration of constitution

(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, deem

Section 26A — Power to entrench provisions of constitution of company

(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

Section 27 — Names of companies

(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

Section 28 — Change of name

(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 reso

Section 29 — Omission of “Limited” or “Berhad” in names of limited companies, other than companies registered under Charities Act 1994

(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 su

Section 29A — Omission of “Limited” or “Berhad” in names of companies registered under Charities Act 1994

(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 “B

Section 30 — Registration of unlimited company as limited company, etc.

(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 unlimi

Section 31 — Change from public to private company

(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

Section 32 — Default in complying with requirements as to private companies

(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

Section 33 — Alterations of objects in constitution

(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 t

Section 34 — Alteration of constitution by company pursuant to repeal and re‑enactment of sections 10 and 14 of Residential Property Act 1976

(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 constituti

Section 35 — Regulations for company

(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

Section 36 — Model constitution

(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 prescribe

Section 37 — Adoption of model constitution

(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

Section 38 — As to constitution of companies limited by guarantee

(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 mem

Section 39 — Effect of constitution

(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 eac

Section 40 — Copies of constitution

(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 constit

Section 41 — Ratification by company of contracts made before incorporation

(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 comp

Section 41A — Common seal

(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] —(1) A company may have a common seal but need not have one.[15/2017] (2) Sections 41B

Section 41B — Execution of deeds by company

(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

Section 41C — Alternative to sealing

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 i

Section 42A — 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

(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 objec

Section 59 — Restriction on allotment in certain cases

(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 debent

Section 60 — Requirements as to statements in lieu of prospectus

(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 pe

Section 61 — Restrictions on commencement of business in certain circumstances

(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 r

Section 62 — Restriction on varying contracts referred to in prospectus, etc.

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.

Section 62A — No par value shares

(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. —(1) Shares of a company have no par or nominal value. (2) Subsection (1) applies to all shar

Section 62B — Transitional provisions for section 62A

(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 i

Section 63 — Return as to allotments by private companies

(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 i

Section 63A — Return as to allotments by public companies

(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 t

Section 63B — Lodgment of documents in relation to allotment

(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 entitl

Section 63C — Notice of increase in total amount paid up on shares

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 pres

Section 64 — Rights and powers attaching shares

(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

Section 64A — Issue of shares with different voting rights by public company

(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

Section 65 — Differences in calls and payments, etc.

(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

Section 66 — Share warrants

(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 is

Section 67 — Use of share capital to pay expenses incurred in issue of new shares

(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 shar

Section 68 — Issue of shares for no consideration

A company having a share capital may issue shares for which no consideration is payable to the issuing company.[36/2014]

Section 70 — Redeemable preference shares

(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

Section 71 — Power of company to alter its share capital

(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 al

Section 72 — Validation of shares improperly issued

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 te

Section 73 — Redenomination of shares

(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 capi

Section 73A — Effect of redenomination

(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

Section 73B — Notice of redenomination

(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 in

Section 74 — Rights of holders of classes of shares

(1) Where, in the case of a company the share capital of which is divided into different classes of shares, provision is made in its constitution for authorising the variation or abrogation of the rights attached to any class of shares in t

Section 74A — Conversion of shares

(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 cla

Section 75 — Rights of holders of preference shares to be set out in constitution

(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

Section 76 — Company financing dealings in its shares, etc.

(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 purp

Section 76A — Consequences of company financing dealings in its shares, etc.

(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 o

Section 76B — Company may acquire its own shares

(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 secti

Section 76C — Authority for off‑market acquisition on equal access scheme

(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 se

Section 76D — Authority for selective off‑market acquisition

(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 acquisi

Section 76DA — Contingent purchase contract

(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 continge

Section 76E — Authority for market acquisition

(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.

Section 76F — Payments to be made only if company is solvent

(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 se

Section 76G — Reduction of capital or profits or both on cancellation of repurchased shares

(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 o

Section 76H — Treasury shares

(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 acco

Section 76I — Treasury shares: maximum holdings

(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 d

Section 76J — Treasury shares: voting and other rights

(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 subs

Section 76K — Treasury shares: disposal and cancellation

(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 pursu

Section 77 — Options over unissued shares

(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 g

Section 78 — Power of company to pay interest out of capital in certain cases

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

Section 78A — Preliminary

(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

Section 78B — Reduction of share capital by private company

(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

Section 78C — Reduction of share capital by public company

(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

Section 78D — Creditor’s right to object to company’s reduction

(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

Section 78E — Position at end of period for creditor objections

(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 ca

Section 78F — Power of Court where creditor objection made

(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

Section 78G — Reduction by special resolution subject to Court approval

(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 redu

Section 78H — Creditor protection

(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 shareholde

Section 78I — Court order approving reduction

(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 t

Section 78J — Offences for making groundless or false statements

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.

Section 78K — Liability of members on reduced shares

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 diffe

Section 79 — Application and interpretation of Division

(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

Section 80 — Persons obliged to comply with Division

(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 Sing

Section 81 — Substantial shareholdings and substantial shareholders

(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 thos

Section 82 — Substantial shareholder to notify company of interests

(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 sha

Section 83 — Substantial shareholder to notify company of change in interests

(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 info

Section 84 — Person who ceases to be substantial shareholder to notify company

(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 circu

Section 85 — References to operation of section 7

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 i

Section 86 — Persons holding shares as trustees

(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 giv

Section 87 — Registrar may extend time for giving notice under this Division

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.

Section 88 — Company to keep register of substantial shareholders

(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 no

Section 89 — Offences against certain sections

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

Section 90 — Defence to prosecutions

(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 necess

Section 91 — Powers of Court with respect to defaulting substantial shareholders

(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, whet

Section 93 — Register of debenture holders and copies of trust deed

(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 w

Section 94 — Specific performance of contracts

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.

Section 95 — Perpetual debentures

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 rede

Section 96 — Reissue of redeemed debentures

(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;

Section 100 — Power of Court in relation to certain irredeemable debentures

(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 tim

Section 121 — Nature of shares

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]

Section 122 — Numbering of shares

(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 e

Section 123 — Certificate to be evidence of title

(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 s

Section 124 — Company may have duplicate common seal

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 i

Section 125 — Loss or destruction of certificates

(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 t

Section 126 — Transfer of shares in private companies

(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 transf

Section 127 — Transfer of debentures in private companies

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

Section 128 — Registration of transfer at request of transferor by private companies

(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

Section 129 — Notice of refusal to register transfer by private companies

(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/

Section 130 — Transfer of shares and debentures in public companies

(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 regis

Section 130AA — Registration of transfer at request of transferor by public companies

(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 condition

Section 130AB — Notice of refusal to register transfer by public companies

(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 no

Section 130AC — Transfer by personal representative

(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 h

Section 130AD — Certification of prima facie title

(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 hav

Section 130AE — Duties of company with respect to issue of certificates and default in issue of certificates

(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 re

Section 131 — Registration of charges

(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 stateme

Section 132 — Duty to register charges

(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 defaul

Section 133 — Duty of company to register charges existing on property acquired

(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)

Section 134 — Register of charges to be kept by Registrar

(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

Section 135 — Endorsement of certificate of registration on debentures

(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 o

Section 136 — Entries of satisfaction and release of property from charge

(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 o

Section 137 — Extension of time and rectification of register of charges

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 ch

Section 138 — Company to keep copies of charging instruments and register of charges

(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 remain

Section 139 — Documents made out of Singapore

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, statemen

Section 140 — Charges, etc., created before 29 December 1967

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.

Section 141 — Application of Division

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 foreig

Section 142 — Registered office of company

(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

Section 143 — Office hours

(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 co

Section 144 — Publication of name and registration number

(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, c

Section 145 — Directors

(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 wh

Section 145A — Acting as nominee director

(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 servic

Section 146 — Restrictions on appointment or advertisement of director

(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

Section 147 — Qualification of director

(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

Section 148 — Restriction on undischarged bankrupt

(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 co

Section 149 — Disqualification of unfit directors of insolvent companies

(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

Section 149A — Disqualification of directors of companies wound up on grounds of national security or interest

(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 nation

Section 149B — Appointment of directors by ordinary resolution

Unless the constitution otherwise provides, a company may appoint a director by ordinary resolution passed at a general meeting.[36/2014]

Section 150 — Appointment of directors to be voted on individually

(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

Section 151 — Validity of acts of directors and officers

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]

Section 152 — Removal of directors

(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 w

Section 154 — Disqualification to act as director on conviction of certain offences

(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 i

Section 155 — Disqualification for persistent default in relation to delivery of documents to Registrar

(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 perso

Section 155A — Disqualification for being director in not less than 3 companies which were struck off within 5‑year period

(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 mentio

Section 155B — Debarment for default of relevant requirement of this Act

(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

Section 155C — Disqualification under Limited Liability Partnerships Act 2005

(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

Section 155D — Disqualification under VCC Act

(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 a

Section 155E — Debarment under VCC Act

(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 com

Section 156 — Disclosure of interests in transactions, property, offices, etc.

(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

Section 157 — As to the duty and liability of officers

(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

Section 157A — Powers of directors

(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 compan

Section 157B — Director declarations where company has one director

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 an

Section 157C — Use of information and advice

(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 adv

Section 158 — Disclosure of company information by certain directors

(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

Section 159 — Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council

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 Secu

Section 160 — Approval of company required for disposal by directors of company’s undertaking or property

(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 approve

Section 161 — Approval of company required for issue of shares by directors

(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 sectio

Section 162 — Loans and quasi‑loans to directors, credit transactions and related arrangements

(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 compan

Section 163 — Approval of company required for loans and quasi‑loans to, and credit transactions for benefit of, persons connected with directors of lending company, etc.

(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

Section 163A — Exception for expenditure on defending proceedings, etc.

(1) Sections 162 and 163 do not apply to anything done by a company —(a) to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director —(i) in defending any criminal or civ

Section 163B — Exception for expenditure in connection with regulatory action or investigation

Sections 162, 163 and 172 do not apply to anything done by a company —(a) to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director in defending himself or herself —(i)

Section 164 — Register of director’s and chief executive officer’s shareholdings

(1) A company must keep a register showing with respect to each director of the company particulars of —(a) shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he or she

Section 164A — Power to require disclosure of directors’ emoluments

(1) If a company is served with a notice sent by or on behalf of —(a) at least 10% of the total number of members of the company (excluding the company itself if it is registered as a member); or (b) a member or members with at least 5% of

Section 165 — General duty to make disclosure

(1) Every director and chief executive officer of a company must give written notice to the company —(a) of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary for the pur

Section 168 — Payments to director for loss of office, etc.

(1) It is not lawful —(a) for a company to make to any director any payment by way of compensation for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection with his or her re

Section 169 — Provision and improvement of director’s emoluments

(1) A company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not related to other ma