Companies Act 1967

Sections (426)

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• § 1 — Short title

  1. This Act is the Companies Act 1967.

• § 10 — Company auditors

  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 requ

• § 100 — Power of Court in relation to certain irredeemable debentures

  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 tru

• § 12 — Registers

  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 lo

• § 121 — Nature of shares

  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]

• § 122 — Numbering of shares

  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 ther

• § 123 — Certificate to be evidence of title

  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 certifica

• § 124 — Company may have duplicate common seal

  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 compa

• § 125 — Loss or destruction of certificates

  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)

• § 126 — Transfer of shares in private companies

  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

• § 127 — Transfer of debentures in private companies

  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

• § 128 — Registration of transfer at request of transferor by private companies

  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

• § 129 — Notice of refusal to register transfer by private companies

  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 tr

• § 12A — Electronic transaction system

  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 tran

• § 12B — Rectification by Court

  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 jus

• § 12C — Rectification by Registrar on application

  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 R

• § 12D — Rectification or updating on Registrar’s initiative

  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]

• § 12E — Exclusion of residential address from public inspection or access if contact address is available

  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 fr

• § 12F — Cessation of exclusion of residential address from public inspection or access

  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 of

• § 13 — Enforcement of duty to make returns

  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 docum

• § 130 — Transfer of shares and debentures in public companies

  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

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

  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 th

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

  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 applicatio

• § 130AC — Transfer by personal representative

  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 ex

• § 130AD — Certification of prima facie title

  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 t

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

  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

• § 131 — Registration of charges

  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,

• § 132 — Duty to register charges

  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 an

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

  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

• § 134 — Register of charges to be kept by Registrar

  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 — s

• § 135 — Endorsement of certificate of registration on debentures

  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

• § 136 — Entries of satisfaction and release of property from charge

  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

• § 137 — Extension of time and rectification of register of charges

  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 o

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

  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 t

• § 139 — Documents made out of Singapore

  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

• § 14 — Relodging of lost registered documents

  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 f

• § 140 — Charges, etc., created before 29 December 1967

  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.

• § 141 — Application of Division

  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]

• § 142 — Registered office of company

  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 de

• § 143 — Office hours

  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 incorporati

• § 144 — Publication of name and registration number

  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 p

• § 145 — Directors

  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

• § 145A — Acting as nominee director

  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

• § 146 — Restrictions on appointment or advertisement of director

  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

• § 147 — Qualification of director

  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

• § 148 — Restriction on undischarged bankrupt

  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 w

• § 149 — Disqualification of unfit directors of insolvent companies

  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, wh

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

  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 applica

• § 149B — Appointment of directors by ordinary resolution

  149B. Unless the constitution otherwise provides, a company may appoint a director by ordinary resolution passed at a general meeting.[36/2014]

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

  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 c

• § 150 — Appointment of directors to be voted on individually

  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

• § 151 — Validity of acts of directors and officers

  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]

• § 152 — Removal of directors

  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 particul

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

  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 und

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

  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 s

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

  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 unde

• § 155B — Debarment for default of relevant requirement of this Act

  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)

• § 155C — Disqualification under Limited Liability Partnerships Act 2005

  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 (

• § 155D — Disqualification under VCC Act

  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 indi

• § 155E — Debarment under VCC Act

  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

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

  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 —

• § 157 — As to the duty and liability of officers

  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 hi

• § 157A — Powers of directors

  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.

• § 157B — Director declarations where company has one director

  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

• § 157C — Use of information and advice

  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 empl

• § 158 — Disclosure of company information by certain directors

  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 pre

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

  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 p

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

  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 C

• § 161 — Approval of company required for issue of shares by directors

  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 powe

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

  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)

• § 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.

  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 wi

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

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

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

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

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

  164.—(1) A company must keep a register showing with respect to each director of the company particulars of —(a) shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he or she has an interest and the nature and extent of that inter

• § 164A — Power to require disclosure of directors’ emoluments

  164A.—(1) If a company is served with a notice sent by or on behalf of —(a) at least 10% of the total number of members of the company (excluding the company itself if it is registered as a member); or (b) a member or members with at least 5% of the total number of issued shares of the company (exc

• § 165 — General duty to make disclosure

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

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

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

• § 169 — Provision and improvement of director’s emoluments

  169.—(1) A company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach of this secti

• § 17 — Formation of companies

  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 c

• § 171 — Secretary

  171.—(1) Every company must have one or more secretaries each of whom must be a natural person who has his or her principal or only place of residence in Singapore and who is not debarred under section 155B from acting as secretary of the company.[36/2014] (1A) It is the duty of the directors of a c

• § 172 — Provision protecting officers from liability

  172.—(1) Any provision that purports to exempt an officer of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.[36/2014] (2) Any provision by which a

• § 172A — Provision of insurance

  172A. Section 172(2) does not prevent a company from purchasing and maintaining for an officer of the company insurance against any such liability mentioned in that subsection.[36/2014]

• § 172B — Third party indemnity

  172B.—(1) Section 172(2) does not apply where the provision for indemnity is against liability incurred by the officer to a person other than the company, except when the indemnity is against —(a) any liability of the officer to pay —(i) a fine in criminal proceedings; or (ii) a sum payable to a re

• § 173 — Registers of directors, chief executive officers, secretaries and auditors

  173.—(1) The Registrar must, in respect of each company, keep a register of the company’s —(a) directors; (b) chief executive officers; (c) secretaries; and (d) auditors (if any).[36/2014] (2) The register under subsection (1) is to be kept in such form as the Registrar may determine.[36/2014]

• § 173A — Duty of company to provide information on directors, chief executive officers, secretaries and auditors

  173A.—(1) A company must by notice furnish to the Registrar —(a) within 14 days after a person becomes a director, chief executive officer, secretary or auditor, the information required under section 173(3), (5), (6) or (7), as the case may be; and (b) within 14 days after any change in —(i) the a

• § 173B — Duty of directors, chief executive officers, secretaries and auditors to provide information to company

  173B.—(1) A director, a chief executive officer, a secretary or an auditor (as the case may be) must give the company —(a) any information the company needs to comply with section 173A(1)(a) as soon as practicable but not later than 14 days after his or her initial appointment unless he or she has p

• § 173C — Duty of company to keep consents of directors and secretaries

  173C. Every company must keep at its registered office —(a) in respect of each director —(i) a signed copy of his or her consent to act as director; (ii) a statement that he or she is not disqualified to act as director under this Act or under any other written law; and (iii) documentary evidence

• § 173D — Saving and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors before 3 January 2016

  173D.—(1) In the case of a company incorporated before 3 January 2016 the name and particulars of the persons who were lodged with the Registrar as a director, a secretary or an auditor of the company under section 173 in force immediately before that date, must be entered in the company’s register

• § 173E — Self‑notification in certain circumstances

  173E.—(1) A director who ceases to qualify to act as director by virtue of section 148 or 155 —(a) must, without affecting section 165(1)(c), notify the company of his or her disqualification as soon as practicable but not later than 14 days after the disqualification; and (b) may give the notice r

• § 173F — Amendment of register by Registrar to indicate death or disqualification

  173F.—(1) Where the Registrar has reasonable cause to believe that a director of a company has been disqualified, under or by virtue of section 148, 149, 149A, 154, 155, 155A, 155C or 155D —(a) from being a director of the company; or (b) from acting as a director of the company, the Registrar may

• § 173G — Transitional provision on keeping of contact address and residential address of director, chief executive officer or secretary

  173G.—(1) Where, immediately before the commencement date, there is an alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries, respectively, of any company, the Registrar must, as fro

• § 173H — Penalty for breach under sections 173, 173A, 173B and 173C

  173H.—(1) If default is made by a company in section 173A(1) or 173C, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[36/2014] (2) A director, a chie

• § 173I — Transitional provisions for old registers of directors, managers, secretaries and auditors

  173I.—(1) A company must continue to keep the following information for the periods set out in subsection (2):(a) with respect to each person who is a director of the company immediately before 3 January 2016 —(i) the signed copy of the person’s consent to act as a director mentioned in section 173(

• § 173J — Arrangements for meetings

  173J.—(1) This section applies to the following types of meetings:(a) an annual general meeting of a company; (b) an extraordinary general meeting of a company; (c) a statutory meeting of a company; (d) a general meeting of an amalgamating company mentioned in section 215C or 215D; (e) a meeting

• § 174 — Statutory meeting and statutory report

  174.—(1) Every public company that is a limited company and has a share capital must, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the “statutory me

• § 175 — Annual general meeting

  175.—(1) Subject to this section and section 175A, a general meeting of every company to be called the “annual general meeting” must, in addition to any other meeting, be held after the end of each financial year within —(a) 4 months in the case of a public company that is listed; or (b) 6 months i

• § 175A — When private company need not hold annual general meeting

  175A.—(1) A company need not hold an annual general meeting for a financial year —(a) if it is a private company in respect of which there is in force a resolution passed in accordance with subsection (2) to dispense with the holding of annual general meetings; (b) if, at the end of that financial

• § 176 — Convening of extraordinary general meeting on requisition

  176.—(1) The directors of a company, despite anything in its constitution, must, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of the total number of paid‑up shares as at the date of the deposit carries the right of voting at general meetings o

• § 177 — Calling of meetings

  177.—(1) Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the constitution may cal

• § 178 — Right to demand a poll

  178.—(1) Any provision in a company’s constitution is void insofar as it would have the effect —(a) of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting; (b) of making ineff

• § 179 — Quorum, chairperson, voting, etc., at meetings

  179.—(1) So far as the constitution does not make other provision in that behalf and subject to sections 64 and 64A —(a) 2 members of the company personally present form a quorum; (b) any member elected by the members present at a meeting may be chairperson thereof; (c) in the case of a company ha

• § 18 — Private company

  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 empl

• § 180 — As to member’s rights at meetings

  180.—(1) A member has, despite any provision in the constitution of the company, a right to attend any general meeting of the company and to speak on any resolution before the meeting.[36/2014] (2) In the case of a company limited by shares, the holder of a share may vote on a resolution before a ge

• § 181 — Proxies

  181.—(1) Subject to this section, a member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, is entitled to appoint another person, whether a member or not, as the member’s proxy to attend and vote instead of the member at t

• § 182 — Power of Court to order meeting

  182. If for any reason it is impracticable to call a meeting in any manner in which meetings may be called or to conduct the meeting in the manner prescribed by the constitution or this Act, the Court may, either of its own motion or on the application of any director or of any member who would be e

• § 183 — Circulation of members’ resolutions, etc.

  183.—(1) Subject to this section, a company must on the requisition of such number of members of the company as is specified in subsection (2) and, unless the company otherwise resolves, at the expense of the requisitionists —(a) give to members of the company entitled to receive notice of the next

• § 184 — Special resolutions

  184.—(1) A resolution is a special resolution when it has been passed by a majority of not less than three‑fourths of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting of which —(a) in the case of a private company — not les

• § 184A — Passing of resolutions by written means

  184A.—(1) Despite any other provision of this Act, a private company or an unlisted public company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F.[36/2014] (2) Subsection (1) does not apply to a resolution mentioned in section 175

• § 184B — Requirements for passing of resolutions by written means

  184B.—(1) A resolution of a private company or an unlisted public company may only be passed by written means if —(a) either —(i) agreement to the resolution was first sought by the directors of the company in accordance with section 184C; or (ii) a requisition for that resolution was first given t

• § 184C — Where directors seek agreement to resolution by written means

  184C.—(1) The directors of a private company or an unlisted public company who wish to seek agreement to a resolution of the company and for it to be passed by written means must send to each member, having the right to vote on that resolution at a general meeting, a copy of the text of the resoluti

• § 184D — Members may require general meeting for resolution

  184D.—(1) Any member or members of a private company or an unlisted public company representing at least 5% of the total voting rights of all the members having the right to vote on a resolution at a general meeting of the company may, within 7 days after —(a) the text of the resolution has been sen

• § 184DA — Period for agreeing to written resolution

  184DA.—(1) Unless the constitution of a company otherwise provides, a resolution proposed to be passed by written means lapses if it is not passed before the end of the period of 28 days beginning with the date on which the written resolution is circulated to the members of the company.[36/2014] (2)

• § 184E — Company’s duty to notify members that resolution passed by written means

  184E.—(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must —(a) notify every member that it has been passed; and (b) do so within 15 days from the earliest date on which a director or secretary of the company is aware that it has bee

• § 184F — Recording of resolutions passed by written means

  184F.—(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must cause a record of the resolution, and the indication of each member’s agreement (or agreement on the member’s behalf) to it, to be entered in a book in the same way as minutes

• § 184G — Resolutions of one member companies

  184G.—(1) Despite anything in this Act, a company that has only one member may pass a resolution by the member recording the resolution and signing the record.(2) If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied

• § 185 — Resolution requiring special notice

  185. Where by this Act special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company must give its members notice of any such resolutio

• § 186 — Registration and copies of certain resolutions

  186.—(1) A copy of —(a) every special resolution; and (b) every resolution, including any resolution passed under section 175A(1)(a), which effectively binds any class of shareholders whether agreed to by all the members of that class or not, must, except where otherwise expressly provided by this

• § 187 — Resolutions at adjourned meetings

  187. Where a resolution is passed at an adjourned meeting of a company or of holders of any class of shares or of directors the resolution is for all purposes treated as having been passed on the date on which it was in fact passed and not on any earlier date.

• § 188 — Minutes of proceedings

  188.—(1) Every company must cause —(a) minutes of all proceedings of general meetings and of meetings of its directors and of its chief executive officers (if any) to be entered in books kept for that purpose within one month of the date upon which the relevant meeting was held; and (b) those minut

• § 189 — Inspection of minute books

  189.—(1) The books mentioned in section 188(1) and (3A) must be kept by the company at the registered office or the principal place of business in Singapore of the company, and must be open to the inspection of any member without charge.(2) Any member is entitled to be furnished within 14 days after

• § 189A — Application and interpretation of Division

  189A.—(1) This Division applies only in relation to a public company.[36/2014] (2) In this Division, a reference to the register means the register of members required to be kept by a public company under section 190(1).[36/2014] —(1) This Division applies only in relation to a public company.[36/2

• § 19 — Registration and incorporation

  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

• § 190 — Register and index of members of public companies

  190.—(1) Every public company must keep a register of its members and enter therein —(a) the names and addresses of the members, and in the case of a public company having a share capital a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number

• § 191 — Where register to be kept

  191.—(1) The register of members and index (if any) must be kept at the registered office of the public company, but —(a) if the work of making them up is done at another office of the company in Singapore they may be kept at that other office; or (b) if the company arranges with some other person

• § 192 — Inspection and closing of register

  192.—(1) A public company may close the register of members or any class of members for one or more periods not exceeding 30 days in the aggregate in any calendar year.[36/2014] (2) The register and index must be open to the inspection of any member without charge and of any other person on payment

• § 193 — Consequences of default by agent

  193. Where, by virtue of section 191(1)(b), the register of members is kept at the office of some person other than the public company, and by reason of any default of the person the company fails to comply with section 191(1) or (2) or with section 192 or with any requirements of this Act as to the

• § 194 — Power of Court to rectify register

  194.—(1) If —(a) the name of any person is without sufficient cause entered in or omitted from the register; or (b) default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member, the person aggrieved or any member or the public com

• § 195 — Limitation of liability of trustee, etc., registered as holder of shares

  195.—(1) Any trustee, executor or administrator of the estate of any deceased person who was registered in a register as the holder of a share in any company may become registered as the holder of that share as trustee, executor or administrator of that estate and is in respect of that share subject

• § 196 — Branch registers

  196.—(1) A public company having a share capital may cause to be kept in any place outside Singapore a branch register of members which is deemed to be part of the company’s register of members.[36/2014] (2) The public company must lodge with the Registrar notice of the situation of the office where

• § 196A — Electronic register of members

  196A.—(1) On and after 3 January 2016, the Registrar must, in respect of every private company, keep and maintain an electronic register of members of that company containing such information notified to the Registrar on or after that date.[36/2014] (2) The electronic register of members of a privat

• § 196B — Information to be provided by pre‑existing private companies

  196B.—(1) A private company incorporated, or converted from a public company, before 3 January 2016 must lodge with the Registrar the information necessary to be included in the company’s electronic register of members under section 196A within the earlier of the following dates:(a) 6 months after 3

• § 196C — Application of sections 194 and 195

  196C.—(1) Section 194 applies in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A as if a reference to a register under section 194 referred to the electronic register of members of the private company in question.[36/2014] (2

• § 196D — Maintenance of old register of members

  196D.—(1) Subject to subsections (2) and (3), a private company incorporated, or which was converted from a public company before 3 January 2016 must —(a) continue to keep any branch register of members under section 196 in force immediately before 3 January 2016 for a period of 7 years after that d

• § 196E — Transitional provision on keeping of residential address and contact address of members of private company

  196E. As from the date of commencement of section 43 of the ACRA (Registry and Regulatory Enhancements) Act 2024, the Registrar must cause —(a) the address contained in the electronic register of members of each member who is an individual to be kept as the residential address of that member and, un

• § 197 — Annual return by companies

  197.—(1) Every company, other than a company mentioned in subsection (1A), must lodge a return with the Registrar after its annual general meeting —(a) in the case of a listed company — within 5 months after the end of its financial year; and (b) in any other case — within 7 months after the end of

• § 198 — Financial year of company

  198.—(1) Where a company is incorporated on or after 31 August 2018 —(a) the company’s first financial year starts on the company’s date of incorporation and, subject to subsection (4), ends on the last day of the company’s first financial year as furnished under section 19(1)(b); and (b) each of t

• § 199 — Accounting records and systems of control

  199.—(1) Every company must cause to be kept such accounting and other records as will sufficiently explain the transactions and financial position of the company and enable true and fair financial statements and any documents required to be attached thereto to be prepared from time to time, and mus

• § 2 — Division into Parts

  2. 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 ... Division 1 — Incorporation sections 17‑22. Division

• § 20 — Power to refuse registration

  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

• § 201 — Financial statements and consolidated financial statements

  201.—(1) The directors of every company must lay before the company at its annual general meeting the financial statements for the financial year in respect of which the annual general meeting is held.[15/2017] (2) Subject to subsections (12) to (15), the financial statements mentioned in subsection

• § 201A — Certain dormant companies exempted from duty to prepare financial statements

  201A.—(1) Subject to subsection (3), the directors of a dormant relevant company are exempt from the requirements of section 201 for a financial year if the requirements set out in subsection (2) are satisfied.[36/2014] (2) The requirements referred to in subsection (1) are —(a) that the relevant co

• § 201AA — Retention of documents laid before company at annual general meeting

  201AA.—(1) Every company must cause to be kept at the company’s registered office, or such other place as the directors think fit —(a) a copy of each of the documents that was laid before the company at its annual general meeting under section 201 for a period of not less than 5 years after the date

• § 201B — Audit committees

  201B.—(1) Every listed company must have an audit committee.(2) An audit committee must be appointed by the directors from among their number (pursuant to a resolution of the board of directors) and must be composed of 3 or more members of whom a majority must not be —(a) executive directors of the

• § 201C — When directors need not lay financial statements before company

  201C.—(1) The directors of a private company need not comply with the requirement in section 201 to lay before the company at its annual general meeting financial statements or consolidated financial statements of the company if the company need not hold an annual general meeting because of section

• § 202 — Relief from requirements as to form and content of financial statements and directors’ statement

  202.—(1) The directors of a company may apply to the Registrar in writing for an order relieving them from any requirement of this Act relating to the form and content of financial statements or consolidated financial statements (other than a requirement of the Accounting Standards) or to the form a

• § 202A — Voluntary revision of defective financial statements, or consolidated financial statements or balance sheet

  202A.—(1) Subject to subsection (3), this section applies at any time —(a) in the case where the holding of annual general meetings is dispensed with under section 175A — after the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet are sent

• § 202B — Registrar’s application to Court in respect of defective financial statements, or consolidated financial statements and balance sheet

  202B.—(1) If it appears to the Registrar that there is, or may be, a question whether the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet comply with the requirements of this Act (including compliance with the Accounting Standards), the R

• § 203 — Members of company entitled to financial statements, etc.

  203.—(1) A copy of the financial statements or, in the case of a parent company, a copy of the consolidated financial statements and balance sheet (including every document required by law to be attached thereto), which is duly audited and which (or which but for section 201C) is to be laid before t

• § 203A — Provision of summary financial statement to members

  203A.—(1) Despite section 203 and anything in its constitution, a company may, in such cases as may be specified by regulations and provided all the conditions so specified are complied with, send a summary financial statement instead of copies of the documents referred to in section 203(1) to membe

• § 204 — Penalty

  204.—(1) If any director of a company fails to comply with section 201(2) or (5), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000.[36/2014] [Act 17 of 2023 wef 01/07/2023] (1AA) If any director of a company fails to comply with section 201(1

• § 205 — Appointment and remuneration of auditors

  205.—(1) The directors of a company must, within 3 months after incorporation of the company, appoint an accounting entity or accounting entities to be the auditor or auditors of the company, and any auditor or auditors so appointed hold office, subject to this section, until the conclusion of the f

• § 205A — Certain companies exempt from obligation to appoint auditors

  205A.—(1) Despite section 205, a company which is exempt from audit requirements under section 205B or 205C, and its directors, are exempt from section 205(1) or (2), as the case may be.(2) Where a company ceases to be so exempt, the company must appoint a person or persons to be auditor or auditors

• § 205AA — Resignation of non‑public interest company auditors

  205AA.—(1) An auditor of a non‑public interest company (other than a company which is a subsidiary company of a public interest company) may resign before the end of the term of office for which the auditor was appointed by giving the company a notice of resignation in writing.[36/2014] (2) Where a

• § 205AB — Resignation of auditor of public interest company or subsidiary company of public interest company

  205AB.—(1) An auditor of a public interest company, or a subsidiary company of a public interest company, may by giving the company a notice of resignation in writing, resign before the end of the term of office for which the auditor was appointed, if —(a) the auditor has applied for consent from th

• § 205AC — Written statement to be disseminated unless application to Court made

  205AC.—(1) Where an auditor of a public interest company, or a subsidiary company of a public interest company, gives the company a notice of resignation under section 205AB, the company must within 14 days after receiving the notice of resignation and the written statement of the auditor’s reasons

• § 205AD — Court may order written statement not to be sent out

  205AD.—(1) This section applies if an application has been made under section 205AC(2) in relation to a written statement given by an auditor.[36/2014] (2) If the Court is satisfied that the auditor has abused the use of the written statement or is using the written statement to secure needless publ

• § 205AE — Privilege against defamation

  205AE. A person is not liable to any action for defamation at the suit of any person —(a) in the absence of malice, in respect of the publication of the written statement to the member of the company pursuant to section 205AC(1); or (b) in respect of the publication of the written statement to the

• § 205AF — Appointment of new auditor in place of resigning auditor

  205AF.—(1) Subject to subsection (3), if —(a) an auditor of a non‑public interest company (other than a subsidiary company of a public interest company) gives notice of resignation under section 205AA(1); or (b) an auditor of a public interest company, or a subsidiary company of a public interest c

• § 205B — Dormant company exempt from audit requirements

  205B.—(1) A company is exempt from audit requirements if —(a) it has been dormant from the time of its formation; or (b) it has been dormant since the end of the previous financial year. (2) A company is dormant during a period in which no accounting transaction occurs; and the company ceases to b

• § 205C — Small company exempt from audit requirements

  205C.—(1) Subject to subsections (3), (4) and (6), a company that is a small company in respect of a financial year is exempt from audit requirements for that financial year.[36/2014] (2) Section 205B(4), (6) and (7) applies, with the necessary modifications, to a small company so exempt.[36/2014]

• § 205D — Registrar may require company exempt from audit requirements to lodge audited financial statements

  205D. Despite sections 205B and 205C, the Registrar may, if he or she is satisfied that there has been a breach of any provision of section 199 or 201 or that it is otherwise in the public interest to do so, by written notice to a company exempt under either of those sections, require that company t

• § 206 — Auditors’ remuneration

  206.—(1) If a company is served with a notice sent by or on behalf of —(a) at least 5% of the total number of members of the company; or (b) the holders in aggregate of not less than 5% of the total number of issued shares of the company (excluding treasury shares), requiring particulars of all em

• § 207 — Powers and duties of auditors as to reports on financial statements

  207.—(1) An auditor of a company must report to the members —(a) on the financial statements required to be laid before the company in general meeting and on the company’s accounting and other records relating to those financial statements; and (b) where the company is a parent company for which co

• § 208 — Auditors and other persons to enjoy qualified privilege in certain circumstances

  208.—(1) An auditor shall not, in the absence of malice on the auditor’s part, be liable to any action for defamation at the suit of any person in respect of any statement which the auditor makes in the course of the auditor’s duties as such, whether the statement is made orally or in writing.(2) A

• § 208A — Provisions indemnifying auditors

  208A.—(1) Any provision, whether in the constitution or in any contract with a company or otherwise, for exempting any auditor of the company from, or indemnifying the auditor against, any liability which by law would otherwise attach to the auditor in respect of any negligence, default, breach of d

• § 209 — Duties of auditors to trustee for debenture holders

  209.—(1) The auditor of a borrowing corporation must within 7 days after furnishing the corporation with any financial statements or any report, certificate or other document which the auditor is required by this Act or by the debentures or trust deed to give to the corporation, send by post to ever

• § 209A — Interpretation of this Part

  209A. In this Part, unless the contrary intention appears —“balance sheet”, in relation to a company, means the balance sheet, by whatever name called, prepared in accordance with the Accounting Standards; “consolidated financial statements” has the meaning given by the Accounting Standards; “cons

• § 20A — Minimum of one member

  20A. A company must have at least one member.

• § 21 — Membership of holding company

  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 o

• § 210 — Power to compromise with creditors, members and holders of units of shares

  210.—(1) Where a compromise or an arrangement is proposed between —(a) a company and its creditors or any class of them; (b) a company and its members or any class of them; or (c) a company and holders of units of shares of the company or any class of them, the Court may, on the application in a

• § 211 — Information as to compromise with creditors, members and holders of units of shares of company

  211.—(1) Where a meeting is summoned under section 210, there must —(a) with every notice summoning the meeting which is sent to a creditor, member or holder of units of shares of the company — be sent also a statement explaining the effect of the compromise or arrangement and in particular stating

• § 212 — Approval of compromise or arrangement by Court

  212.—(1) Where an application is made to the Court under this Part or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 for the approval of a compromise or arrangement and it is shown to the Court that the compromise or arrangement has been proposed for the purposes of or in conne

• § 215 — Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority

  215.—(1) Where a scheme or contract involving the transfer of all of the shares or all of the shares in any particular class in a company (called in this section the transferor company) to a person (called in this section the transferee) has, within 4 months after the making of the offer in that beh

• § 215A — Amalgamations

  215A. Without affecting section 212 and any other law relating to the merger or amalgamation of companies, 2 or more companies may amalgamate and continue as one company, which may be one of the amalgamating companies or a new company, in accordance with sections 215B to 215G, where applicable.

• § 215AA — Joint offers

  215AA.—(1) In the case of a scheme involving an offer to acquire all of the shares in a company, or all of the shares in any particular class in a company, by 2 or more persons jointly (called in this section the joint transferees), section 215 is to be read subject to this section.[36/2014] (2) The

• § 215AB — Effect of impossibility, etc., of communicating or accepting offer made under scheme or contract

  215AB.—(1) Where there are holders of shares in a company to whom an offer to acquire shares in the company is not communicated, that does not prevent the offer from being an offer made under a scheme or contract for the purposes of section 215 if —(a) those shareholders have no address in Singapore

• § 215B — Amalgamation proposal

  215B.—(1) An amalgamation proposal must contain the terms of an amalgamation under section 215A and, in particular —(a) the name of the amalgamated company; (b) the registered office of the amalgamated company; (c) the full name of every director of the amalgamated company; (ca) the residential a

• § 215C — Manner of approving amalgamation proposal

  215C.—(1) An amalgamation proposal must be approved —(a) subject to the constitution of each amalgamating company, by the members of each amalgamating company by special resolution at a general meeting; and (b) by any other person, where any provision in the amalgamation proposal would, if containe

• § 215D — Short form amalgamation

  215D.—(1) A company (called in this subsection the amalgamating holding company) and one or more of its wholly‑owned subsidiaries (called in this subsection the amalgamating subsidiary company) may amalgamate and continue as one company, being the amalgamated holding company or the amalgamated subsi

• § 215E — Registration of amalgamation

  215E.—(1) For the purpose of effecting an amalgamation, the following documents must be filed with the Registrar, in the prescribed form with such particulars as may be required in the form, together with payment of the prescribed fee:(a) the amalgamation proposal that has been approved; (aa) any s

• § 215F — Notice of amalgamation, etc.

  215F.—(1) Upon the receipt of the relevant documents and fees, the Registrar must —(a) if the amalgamated company is the same as one of the amalgamating companies — issue a notice of amalgamation in such form as the Registrar may determine; or (b) if the amalgamated company is a new company — issue

• § 215G — Effect of amalgamations

  215G. On the date shown in a notice of amalgamation —(a) the amalgamation is effective; (b) the amalgamated company has the name specified in the amalgamation proposal; (c) all the property, rights and privileges of each of the amalgamating companies are transferred to and vest in the amalgamated

• § 215H — Power of Court in certain cases

  215H.—(1) If the Court is satisfied that giving effect to an amalgamation proposal would unfairly prejudice a member or creditor of an amalgamating company or a person to whom an amalgamating company is under an obligation, it may, on the application of that person made at any time before the date o

• § 215I — Solvency statement in relation to amalgamating company and offence for making false statement

  215I.—(1) For the purposes of section 215C(2)(b), “solvency statement”, in relation to an amalgamating company, means a statement by the board of directors of the amalgamating company that it has formed the opinion —(a) that, as regards the amalgamating company’s situation at the date of the stateme

• § 215J — Solvency statement in relation to amalgamated company and offence for making false statement

  215J.—(1) In sections 215C(2)(c) and 215D(5), “solvency statement”, in relation to an amalgamated company, means a written declaration by the board of directors of each amalgamating company that it has formed the opinion —(a) that the amalgamated company will be able to pay its debts as they fall du

• § 215K — Transfer of money or other consideration paid under terms of amalgamation to Official Receiver

  215K.—(1) Where the terms of any amalgamation proposal that is approved under section 215C, or is deemed to be approved under section 215D, provide for any money or other consideration to be held by or on behalf of any party to the amalgamation in trust for any person, the person holding the money o

• § 216 — Personal remedies in cases of oppression or injustice

  216.—(1) Any member or holder of a debenture of a company or, in the case of a declared company under Part 9, the Minister, may apply to the Court for an order under this section on the ground —(a) that the affairs of the company are being conducted or the powers of the directors are being exercised

• § 216A — Derivative or representative actions

  216A.—(1) In this section and section 216B, “complainant” means —(a) any member of a company; (b) the Minister, in the case of a declared company under Part 9; or (c) any other person who, in the discretion of the Court, is a proper person to make an application under this section.[36/2014] (2) S

• § 216B — Evidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A

  216B.—(1) An application made or an action brought or intervened in under section 216A must not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the company has been or may be approved by the members of the company, but evidence of approval by

• § 22 — Requirements as to constitution

  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

• § 228 — Application of this Part

  228. This Part does not authorise any investigation into the insurance business of a company or into the business of a banking corporation, unless specifically provided for in this Part.

• § 229 — Interpretation

  229. In this Part, unless the contrary intention appears —“company” includes a foreign company which is a declared company; “declared company” means a company or foreign company which the Minister has by order declared to be a company to which this Part applies; “officer or agent”, in relation to

• § 23 — Capacity and powers of company

  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.[

• § 230 — Power to declare company or foreign company

  230. The Minister may by order declare that a company or foreign company is a company to which this Part applies if the Minister is satisfied —(a) that a prima facie case has been established that, for the protection of the public or the shareholders or creditors of the company or foreign company, i

• § 231 — Appointment of inspectors for declared companies

  231.—(1) Where a company or foreign company has been declared to be a company to which this Part applies, the Minister must appoint one or more inspectors to investigate the affairs of that company, and to report his or her opinion thereon to the Minister.(2) An inspector appointed under subsection

• § 232 — Investigation of affairs of company by inspectors at direction of Minister

  232.—(1) The Minister may appoint one or more inspectors to investigate the affairs of a company or such aspects of the affairs of a company as are specified in the instrument of appointment and to report thereon in such manner as the Minister directs —(a) in the case of a company having a share cap

• § 233 — As to reports of inspectors

  233.—(1) An inspector appointed by the Minister may, and if so directed by the Minister must, make interim reports to the Minister and on the conclusion of the investigation the inspector must report the inspector’s opinion on or in relation to the affairs that the inspector has been appointed to in

• § 235 — Investigation of affairs of related corporation

  235. Where an inspector thinks it necessary for the purposes of the investigation of the affairs of a company to investigate the affairs of a corporation which is or has at any relevant time been a corporation deemed to be related by virtue of section 6 to the company, the inspector may, with the co

• § 236 — Procedure and powers of inspector

  236.—(1) If an inspector appointed to investigate the affairs of a company thinks it necessary for the purposes of the investigation to investigate also the affairs of any other corporation which is or has at any relevant time been deemed to be or to have been related to that company by virtue of se

• § 237 — As to costs of investigations

  237.—(1) The expenses of and incidental to an investigation by an inspector appointed pursuant to sections 232 and 243 (including the costs of any proceedings brought by the Minister in the name of the company), must be paid by the company investigated or if the Minister so directs by the applicants

• § 238 — Report of inspector to be admissible in evidence

  238. A copy of the report of any inspector appointed under this Part, certified as correct by the Minister, is admissible in any legal proceedings as evidence of the opinion of the inspector and of the facts upon which the inspector’s opinion is based in relation to any matter contained in the repor

• § 239 — Powers of inspector in relation to a declared company

  239.—(1) An inspector of a declared company may employ such persons as the inspector considers necessary and in writing authorise any such person to do anything the inspector could himself or herself do, except to examine on oath or affirmation.(2) Any officer or agent of a corporation who —(a) refu

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

  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 emp

• § 240 — Suspension of actions and proceedings by declared company

  240.—(1) On and after the appointment of an inspector in respect of any declared company until the expiration of 3 months after the inspector has presented the inspector’s final report to the Minister, no action or proceeding may without the consent of the Minister (which may be given generally or i

• § 241 — Winding up of company

  241.—(1) An application to the Court —(a) in the case of a company — for the winding up of the company; or (b) in the case of a foreign company — for the winding up so far as the assets of the company in Singapore are concerned of the affairs of the company, may be made by the Minister at any time

• § 242 — Penalties

  242.—(1) Any person who, with intent to defeat the purposes of this Part or to delay or obstruct the carrying out of an investigation under this Part —(a) destroys, conceals or alters any book, document or record of or relating to a declared company; or (b) sends or attempts to send or conspires wi

• § 243 — Appointment and powers of inspectors to investigate ownership of company

  243.—(1) Where it appears to the Minister that there is good reason to do so, the Minister may appoint one or more inspectors to investigate and report on the membership of any corporation, whether or not it is a declared company, and otherwise with respect to the corporation for the purpose of dete

• § 244 — Power to require information as to persons interested in shares or debentures

  244.—(1) Where it appears to the Minister that there is good reason to investigate the ownership of any shares in or debentures of a corporation and that it is unnecessary to appoint an inspector for the purpose, the Minister may require any person whom the Minister has reasonable cause to believe t

• § 245 — Power to impose restrictions on shares or debentures

  245.—(1) Where in connection with an investigation under section 243 or 244 it appears to the Minister that there is difficulty in finding out the relevant facts about any shares, whether issued or to be issued, the Minister may by order in the Gazette direct that the shares are until further order

• § 246 — Inspectors appointed in other countries

  246. Where —(a) under a corresponding law of another country an inspector has been appointed to investigate the affairs of a corporation; and (b) the Minister is of the opinion that, in connection with that investigation, it is expedient that an investigation be made in Singapore, the Minister may

• § 25 — Ultra vires transactions

  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

• § 25A — No constructive notice

  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)

• § 25B — Power of directors to bind company

  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

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

  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

• § 25D — Persons connected with director in section 25C

  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

• § 26 — General provisions as to alteration of constitution

  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

• § 26A — Power to entrench provisions of constitution of company

  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

• § 27 — Names of companies

  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

• § 28 — Change of name

  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

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

  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 c

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

  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

• § 3 — Repeals

  3.—(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 —(a) all persons, things and circumstances appointed or

• § 30 — Registration of unlimited company as limited company, etc.

  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 compa

• § 31 — Change from public to private company

  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 constitut

• § 32 — Default in complying with requirements as to private companies

  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 co

• § 33 — Alterations of objects in constitution

  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

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

  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 cons

• § 344 — Power of Registrar to strike defunct company off register

  344.—(1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, the Registrar may send to the company, and its directors, secretaries and members, a letter to that effect and stating that, if an answer showing cause to the contrary is n

• § 344A — Striking off on application by company

  344A.—(1) The Registrar may, on the application by a company, strike the company’s name off the register on such grounds and subject to such conditions as may be prescribed.[36/2014] (2) An application under subsection (1) is to be made on the company’s behalf by its directors or by a majority of th

• § 344B — Withdrawal of application

  344B.—(1) The applicant or applicants may, by written notice to the Registrar, withdraw an application to strike a company’s name off the register under section 344A at any time before the name of the company has been struck off the register.[36/2014] (2) Upon receipt of the notice mentioned in subs

• § 344C — Objections to striking off

  344C.—(1) Where a notice is given or published by the Registrar under section 344(2) or 344A(4) of the Registrar’s intention to strike the company’s name off the register, any person may deliver, not later than the date specified in the notice, an objection to the striking off of the name of the com

• § 344D — Application for administrative restoration to register

  344D.—(1) Subject to such conditions as may be prescribed, an application may be made to the Registrar to restore to the register the name of a company whose name has been struck off the register by the Registrar under section 344, if no application has been or is being made to the Court to restore

• § 344E — Registrar’s decision on application for administrative restoration

  344E.—(1) The Registrar must give notice to the applicant of the decision on an application under section 344D.[36/2014] (2) If the Registrar’s decision is that the name of the company should be restored to the register —(a) the restoration takes effect as from the date that notice is sent; and (b)

• § 344F — Registrar may restore company deregistered by mistake

  344F.—(1) The Registrar may, on his or her own initiative, restore the name of a company to the register if the Registrar is satisfied that the name of the company has been struck off the register and the company is dissolved under section 344 or 344A as a result of a mistake of the Registrar.[36/20

• § 344G — Effect of restoration

  344G.—(1) If the name of a company is restored to the register under section 344E(2) or 344F, or on appeal to the Court under section 344E(5), the company is to be regarded as having continued in existence as if its name had not been struck off the register.[36/2014] (2) The company and its director

• § 344H — Retention of books and papers upon striking off

  344H.—(1) Where the name of a company has been struck off and the company dissolved under section 344 or 344A, a person who was an officer of the company immediately before the company was dissolved must ensure that all books and papers of the company are retained for a period of at least 5 years af

• § 35 — Regulations for company

  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

• § 355 — Foreign corporate entities to which this Part applies

  355. This Part applies to a foreign corporate entity which intends to be registered as a company limited by shares under this Act.[15/2017]

• § 356 — Interpretation of this Part

  356. In this Part, unless the context otherwise requires —“date of registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means the date of registration of the foreign corporate entity specified in the notice of tran

• § 357 — Names of companies to be registered under this Part

  357.—(1) A foreign corporate entity which intends to be registered as a company limited by shares under this Act must apply to reserve the name of the intended company.[15/2017] (2) Section 27 applies to and in respect of an application under subsection (1) as if it were an application to reserve th

• § 358 — Application for registration

  358.—(1) A foreign corporate entity may apply to the Registrar to be registered as a company limited by shares under this Act.[15/2017] (2) An application under subsection (1) —(a) must be made in such form and manner, and contain such particulars, as may be prescribed; and (b) must be accompanied

• § 359 — Registration

  359.—(1) Subject to section 360, upon compliance by the foreign corporate entity with section 358, the Registrar may, if the Registrar thinks fit, register the foreign corporate entity as a company limited by shares by registering its constitution.[15/2017] (2) The registration of the foreign corpor

• § 36 — Model constitution

  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.[

• § 360 — When registration must be refused

  360.—(1) The Registrar must refuse to register a foreign corporate entity if the Registrar is not satisfied that the minimum requirements prescribed for registration have been met and that all other requirements for registration have been complied with.[15/2017] (2) The Registrar must refuse to regi

• § 361 — Effect of registration

  361.—(1) Starting on the date of registration specified in the notice of transfer of registration —(a) the foreign corporate entity is deemed to be a company as defined in section 4(1) and all provisions of this Act pertaining to companies apply with such adaptations, exceptions and modifications as

• § 362 — Revocation of registration

  362.—(1) The Registrar may by order revoke the registration of a company if the company fails to comply with section 359(6).[15/2017] (2) The Registrar must, before making an order of revocation —(a) give the company written notice of the Registrar’s intention to revoke the registration; (b) specif

• § 363 — Duty of company to register pre‑existing charges

  363.—(1) If, before the registration of a foreign corporate entity, there are any charges, whether created by the foreign corporate entity or otherwise, which would have been required to be registered under Division 8 of Part 4 if the foreign corporate entity had been incorporated as a company under

• § 364 — Duties of company with respect to issue of certificates

  364.—(1) Within 60 days after the date of registration of the company, the company must complete and have ready for delivery appropriate certificates in respect of all persons registered as holders of existing shares or debentures (as the case may be) as at the date of registration.[15/2017] (2) Upo

• § 364A — Regulations

  364A. The Minister may make regulations under section 411 in respect of applications for registration, and registration of a foreign corporate entity, under this Part, including —(a) prescribing the minimum and other requirements that a foreign corporate entity must meet before it may be registered

• § 365 — Foreign companies to which this Division applies

  365. This Division applies to a foreign company which —(a) establishes a place of business or carries on business in Singapore; or (b) intends to establish a place of business or carry on business in Singapore.[36/2014]

• § 366 — Interpretation of this Division

  366.—(1) In this Division, unless the contrary intention appears —“authorised representative”, in relation to a foreign company, means —(a) in the case of a foreign company registered before 3 January 2016 — the agent of the foreign company as defined by this section in force immediately before that

• § 367 — Power of foreign companies to hold immovable property

  367. Subject to and in accordance with any written law, a foreign company registered under this Division has power to hold immovable property in Singapore.[36/2014]

• § 368 — Documents, etc., to be lodged by foreign companies having place of business in Singapore

  368.—(1) Every foreign company must, before it establishes a place of business or commences to carry on business in Singapore, lodge with the Registrar for registration —(a) the name of the foreign company and the address of the registered office of the company in its place of incorporation or forma

• § 368A — Duty of directors and authorised representatives to provide information to foreign company

  368A.—(1) A director must give the foreign company any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing.[36/2014] (2) An

• § 368B — Saving and transitional provisions for existing particulars of directors and authorised representatives before 3 January 2016

  368B.—(1) If a foreign company, whether incorporated before, on or after 3 January 2016 —(a) has lodged the name and particulars of one or more directors with the Registrar as a director or directors (as the case may be) of the foreign company under section 368(1)(c) in force immediately prior to th

• § 369 — Power to refuse registration of a foreign company in certain circumstances

  369.—(1) Despite anything in this Act or any rule of law, the Registrar must refuse to register a company under this Division if the Registrar is satisfied that the foreign company is being used or is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or g

• § 37 — Adoption of model constitution

  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

• § 370 — As to registered office and authorised representatives of foreign companies

  370.—(1) A foreign company must have a registered office in Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 5 hours between the hours of 9 a.m. and 5 p.m. each business day.[36/2014] (2) An authorised representa

• § 370A — Transitional provision for contact address of director or authorised representative of foreign company

  370A.—(1) Where a director or authorised representative of a foreign company (who is an individual) maintained an alternate address with the Registrar under this Act immediately before the commencement date, that address is taken to be the individual’s contact address for the purposes of this Act, u

• § 371 — Transitory provisions

  371.—(1) On the registration of a foreign company under this Division, the Registrar must issue a notice in the prescribed form and the notice is prima facie evidence in all courts of the particulars mentioned in the notice.(2) Upon the application of the foreign company that has been duly registere

• § 372 — Return to be filed where documents, etc., altered

  372.—(1) Where any change or alteration is made in —(a) the charter, statutes, constitution, memorandum or articles of the foreign company or other instrument lodged with the Registrar; (b) the directors of the foreign company; (c) the authorised representative or authorised representatives of the

• § 373 — Financial statements

  373.—(1) Subject to this section, a foreign company must lodge with the Registrar, within the time specified in subsection (3), financial statements made up to the end of its last financial year together with a declaration in the prescribed form verifying that the copies are true copies of the docum

• § 374 — Return to be filed on keeping of registers of foreign company

  374. A foreign company must, at the time when making a lodgment of —(a) its financial statements in accordance with section 373(1); or (b) where the Registrar allows under section 373(13)(b) the foreign company to lodge under section 373(1) any other document instead of its financial statements — t

• § 375 — Obligation to state name of foreign company, whether limited, and country where incorporated

  375.—(1) A foreign company must —(a) [Deleted by Act 36 of 2014] (b) cause its name and the place where it is formed or incorporated to be stated in legible romanised letters on all its bill‑heads and letter paper and in all its notices, prospectuses and other official publications; and (c) if the

• § 376 — Service of document

  376. Any document required to be served on a foreign company is sufficiently served —(a) if addressed to the foreign company and left at or sent by post to its registered office in Singapore; (b) if addressed to an authorised representative of the company and left at or sent by post to his or her r

• § 377 — Cesser of business in Singapore

  377.—(1) If a foreign company ceases to have a place of business in Singapore or to carry on business in Singapore, it must, within 7 days after so ceasing, lodge with the Registrar notice of that fact.[36/2014] (1A) Starting on the day on which the foreign company lodged the notice mentioned in sub

• § 377A — Application for administrative restoration of foreign company to register

  377A.—(1) Subject to such conditions as may be prescribed, a director or member of a foreign company whose name has been struck off the register under section 377(9) or (10) may apply to the Registrar to restore the name of the company to the register.[36/2014] (2) An application under this section

• § 377B — Registrar’s decision on application for administrative restoration of foreign company

  377B.—(1) The Registrar must give notice to the applicant of the decision on an application under section 377A.[36/2014] (2) If the Registrar’s decision is that the name of the foreign company should be restored to the register, the name of the company is restored to the register on the date on whic

• § 377C — Registrar may restore foreign company deregistered by mistake

  377C.—(1) The Registrar may, on his or her own initiative, restore the name of a foreign company to the register if the Registrar is satisfied that the name of the company has been struck off the register under section 377(9) or (10) as a result of a mistake of the Registrar.[36/2014] (2) In subsect

• § 377D — Effect of restoration of foreign company

  377D.—(1) If the name of a foreign company is restored to the register under section 377B(2) or 377C, or on appeal to the Court under section 377B(5), the company is to be regarded as having continued its registration under this Act as if the name of the company had not been struck off the register.

• § 378 — Restriction on use of certain names

  378.—(1) Except with the consent of the Minister or as provided in subsection (2), the Registrar must refuse to register a foreign company under a name, whether on its registration or by a subsequent change of name, under which the company is to carry on business in Singapore that, in the opinion of

• § 379 — Register of members of foreign companies

  379.—(1) A foreign company registered under this Division on or after 31 March 2017 must, within 30 days after it is registered —(a) keep a register of its members at its registered office in Singapore or at some other place in Singapore; and (b) lodge a notice with the Registrar specifying the add

• § 38 — As to constitution of companies limited by guarantee

  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 provi

• § 380 — Contents of register and index of members of foreign companies

  380.—(1) The register of members of a foreign company required to be kept under section 379 must contain the following particulars:(a) the names and addresses of the members of the foreign company; (b) the date on which the name of each person was entered in the register as a member; (c) the date

• § 381 — Register to be prima facie evidence

  381. A register of members of a foreign company kept under section 379 is prima facie evidence of any matter which the register is required under this Division to be contained.[15/2017]

• § 382 — Certificate as to shareholding

  382. A certificate made under the seal of a foreign company (or in any manner permitted for certificates of such type by the laws of the country or territory in which the foreign company is incorporated or established) specifying any shares held by any member of that company and registered in the re

• § 383 — No civil proceedings to be brought in respect of bearer shares or share warrants

  383.—(1) Any allotment, issue, sale, transfer, assignment or other disposition in Singapore of any bearer share or share warrant by a foreign company registered under this Division is void.[15/2017] (2) No civil proceedings may be brought or maintained in any court for or in respect of any bearer sh

• § 384 — Application of provisions of Act

  384. Regulations made under section 411 may —(a) provide for —(i) the application of any provision of Division 7 of Part 4 relating to the transfer of shares in a company to the transfer of shares in a foreign company; and (ii) the application of Division 4 of Part 5 relating to the register of mem

• § 386 — Penalties

  386. If default is made by any foreign company in complying with any provision of this Division, other than a provision in which a penalty or punishment is expressly mentioned, the company and every officer of the company who is in default and every authorised representative of the company who knowi

• § 386A — Interpretation

  386A. In this section and sections 387B, 387C, 397 and 401, unless the contrary intention appears —“consolidated financial statements” and “parent company” have the meanings given by section 209A; “financial statements” means the financial statements of a company required to be prepared by the Acco

• § 386AA — Application of this Part

  386AA.—(1) This Part applies to —(a) all companies other than a company that is set out in the Fourteenth Schedule; and (b) all foreign companies registered under Division 2 of Part 11 other than a foreign company that is set out in the Fifteenth Schedule.[15/2017] (2) The obligation to comply wit

• § 386AB — Interpretation of this Part

  386AB. In this Part, unless the context otherwise requires —“approved exchange” means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001; “controller” means an individual controller or a corporate controller; “corporate controller”, in relation to a company or a

• § 386AC — Meaning of “registrable”

  386AC. For the purposes of this Part, in relation to a company (X) or a foreign company (X), a controller (A) is registrable unless —(a) A’s significant interest in or significant control over X is only through one or more controllers (B) of X; (b) A is a controller of B (or each B if more than one

• § 386AD — State of mind of corporation, unincorporated association, etc.

  386AD.—(1) Where, in a proceeding for an offence under this Part, it is necessary to prove the state of mind of a corporation in relation to a particular conduct, evidence that —(a) an officer, employee or agent of the corporation engaged in that conduct within the scope of the officer’s, employee’s

• § 386AE — Meaning of “legal privilege”

  386AE.—(1) For the purposes of this Part, information or a document is subject to legal privilege if —(a) it is a communication made between a lawyer and a client, or a legal counsel acting as such and the legal counsel’s employer, in connection with the lawyer giving legal advice to the client or t

• § 386AF — Register of controllers

  386AF.—(1) A company incorporated on or after 31 March 2017 but before the appointed day, must keep a register of its registrable controllers not later than 30 days after the date of the company’s incorporation.[15/2017] [Act 23 of 2024 wef 16/06/2025] (1A) A company incorporated on or after the app

• § 386AFA — Additional particulars

  386AFA.—(1) This section applies where a company or foreign company knows, or has reasonable grounds to believe —(a) that the company or foreign company has no registrable controller; or (b) that the company or foreign company has a registrable controller but has not been able to identify the regis

• § 386AG — Duty of company and foreign company to investigate and obtain information

  386AG.—(1) A company or foreign company must take reasonable steps to find out and identify the registrable controllers of the company or foreign company.[15/2017] (2) A company (A) or foreign company (A) —(a) must give a notice to any person (B) whom A knows or has reasonable grounds to believe is

• § 386AH — Duty of company and foreign company to keep information up‑to‑date

  386AH.—(1) If a company or foreign company knows or has reasonable grounds to believe that a relevant change has occurred in the particulars of a registrable controller that are stated in the company’s or foreign company’s register of controllers, the company or foreign company must give notice to t

• § 386AI — Duty of company and foreign company to correct information

  386AI.—(1) If a company or foreign company knows or has reasonable grounds to believe that any of the particulars of a registrable controller that are stated in the company’s or foreign company’s register is incorrect, the company or foreign company must give notice to the registrable controller to

• § 386AIA — Duty of company and foreign company to ensure information in register is up‑to‑date and correct

  386AIA.—(1) A company or foreign company must, at the prescribed frequency, give a notice to each registrable controller whose particulars are stated in the company’s or foreign company’s register of controllers for the following purposes:(a) to require the registrable controller to confirm whether

• § 386AJ — Controller’s duty to provide information

  386AJ.—(1) A person who knows or ought reasonably to know that the person is a registrable controller in relation to a company or foreign company must —(a) notify the company or foreign company (as the case may be) that the person is a registrable controller in relation to the company or foreign com

• § 386AK — Controller’s duty to provide change of information

  386AK.—(1) A person who is a registrable controller in relation to a company or foreign company who knows, or ought reasonably to know, that a relevant change has occurred in the prescribed particulars of the registrable controller must notify the company or foreign company of the relevant change —(

• § 386AKA — Register of nominee directors

  386AKA.—(1) A company or foreign company registered under Division 2 of Part 11 must keep a register of its directors who are nominees (called in this Part the register of nominee directors) in the prescribed form and at the prescribed place.(2) Subject to section 386AM, a company or foreign company

• § 386AL — Nominee directors

  386AL.—(1) A director of a company incorporated on or after 31 March 2017 but before the appointed day —(a) who is a nominee on the date of incorporation must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 30 days after

• § 386ALA — Register of nominee shareholders

  386ALA.—(1) A company or foreign company must keep a register of its shareholders who are nominees (called in this Part the register of nominee shareholders) in the prescribed form and at the prescribed place.(2) A company or foreign company must, within 7 days after the company or foreign company i

• § 386ALB — Nominee shareholders

  386ALB.—(1) A shareholder of a company incorporated on or after 4 October 2022 but before the appointed day —(a) who is a nominee on the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee,

• § 386AM — Power to enforce

  386AM.—(1) The Registrar or an officer of the Authority may —(a) require a company or foreign company to which this Part applies to produce its register, its register of nominee directors, its register of nominee shareholders and any other document relating to those registers or the keeping of those

• § 386AN — Central register of controllers

  386AN.—(1) This section applies where the Minister, by notification in the Gazette, directs the Registrar to maintain a central register of controllers of companies and foreign companies.[15/2017] (2) Where the Minister has directed the Registrar to maintain a central register of controllers of comp

• § 386ANA — Central registers of nominee directors and nominee shareholders

  386ANA.—(1) The Registrar must keep a central register of nominee directors and a central register of nominee shareholders consisting of the particulars contained in the registers kept by companies and foreign companies to which this Part applies.(2) A company or foreign company to which this Part a

• § 386AO — Codes of practice, etc.

  386AO.—(1) The Registrar may issue one or more codes, guidance, guidelines, policy statements and practice directions for all or any of the following purposes:(a) to provide guidance to companies or foreign companies, or to both, in relation to the operation or administration of any provision of thi

• § 386AP — Exemption

  386AP. The Minister may, by order in the Gazette, exempt any person or class of persons from all or any of the provisions of this Part.[15/2017]

• § 387 — Service of documents on company

  387. A document may be served on a company by leaving it at or sending it by registered post to the registered office of the company.

• § 387A — Electronic transmission of notices of meetings

  387A.—(1) Where any notice of a meeting is required or permitted to be given, sent or served under this Act or under the constitution of a company by the company or the directors of the company to —(a) a member of the company; or (b) an officer or auditor of the company, that notice may be given,

• § 387B — Electronic transmission of documents

  387B.—(1) Where any accounts, balance sheet, financial statements, report or other document is required or permitted to be sent under this Act or under the constitution of a company by the company or the directors of the company to —(a) a member of the company; or (b) an officer or auditor of the c

• § 387C — Electronic transmission in accordance with constitution, etc.

  387C.—(1) Despite sections 387A and 387B, where a notice of meeting or any accounts, balance sheet, financial statements, report or other document is required or permitted to be sent under this Act or under the constitution of a company by the company or the directors of the company to a member of t

• § 387D — Electronic transmission of documents by member, officer or auditor to company or director

  387D. Where any document is required or permitted to be sent under this Act by a member, officer or auditor of the company to the company or a director of the company, that document may be sent using electronic communications to the company or the director if the member, officer or auditor (as the c

• § 388 — Security for costs

  388.—(1) Where a corporation is claimant in any action or other legal proceeding the court having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the corporation will be unable to pay the costs of the defendant if successful in the defendant’s

• § 389 — As to rights of witnesses to legal representation

  389. Any person summoned for examination under Part 9 may, at the person’s own cost, employ a solicitor who is at liberty to put to the person such questions as the inspector, Court or District Judge considers just for the purpose of enabling the person to explain or qualify any answers given by the

• § 39 — Effect of constitution

  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 constituti

• § 390 — Disposal of shares of shareholder whose whereabouts unknown

  390.—(1) Where by the exercise of reasonable diligence a company is unable to discover the whereabouts of a shareholder for a period of not less than 10 years, the company may cause an advertisement to be published in a newspaper circulating in the place shown in the register of members as the addre

• § 391 — Power to grant relief

  391.—(1) If in any proceedings for negligence, default, breach of duty or breach of trust against a person to whom this section applies, it appears to the court before which the proceedings are taken that the person is or may be liable in respect thereof but that the person has acted honestly and re

• § 392 — Irregularities

  392.—(1) In this section, unless the contrary intention appears, a reference to a procedural irregularity includes a reference to —(a) the absence of a quorum at a meeting of a corporation, at a meeting of directors or creditors of a corporation or at a joint meeting of creditors and members of a co

• § 393 — Privileged communications

  393. No inspector appointed under this Act may require disclosure by a solicitor of any privileged communication made to the solicitor in that capacity, except as respects the name and address of the solicitor’s client.

• § 394 — Production and inspection of books or papers where offence suspected

  394.—(1) If, on an application made to a judge of the Court in chambers by or on behalf of the Minister, there is shown to be reasonable cause to believe that any person has, while an officer of a company, committed an offence in connection with the management of the company’s affairs and that evide

• § 395 — Form of company records

  395.—(1) A company must adequately record for future reference the information required to be contained in any company records.[36/2014] (2) Subject to subsection (1), company records may be —(a) kept in hard copy form or in electronic form; and (b) arranged in the manner that the directors of the

• § 396 — Duty to take precautions against falsification

  396.—(1) Where company records are kept otherwise than in hard copy form, reasonable precautions must be taken for —(a) ensuring the proper maintenance and authenticity of the company records; (b) guarding against falsification; and (c) facilitating the discovery of any falsifications.[36/2014] (

• § 396A — Inspection of records

  396A.—(1) Any company record which is by this Act required to be available for inspection must, subject to and in accordance with this Act, be available for inspection at the place where in accordance with this Act it is kept during the hours in which the registered office of the company is accessib

• § 396B — Liability where proper accounts not kept

  396B.—(1) If, on an investigation under this Act, it is shown that proper books of account were not kept by the company throughout the shorter of —(a) the period of 2 years immediately preceding the commencement of the investigation; or (b) the period between the incorporation of the company and th

• § 397 — Translations of instruments, etc.

  397.—(1) Where under this Act a corporation is required to lodge with the Registrar any instrument, certificate, contract or document or a certified copy thereof and the same is not written in the English language, the corporation must lodge at the same time with the Registrar a certified translatio

• § 398 — Certificate of incorporation conclusive evidence

  398. A certificate of incorporation under the hand and seal of the Registrar issued under this Act in force before 13 January 2003, a notice of incorporation issued by the Registrar under this Act, and a certificate of confirmation of incorporation of the Registrar issued under this Act, are each co

• § 399 — Court may compel compliance

  399.—(1) If any person in contravention of this Act refuses or fails to permit the inspection of any register, minute book or document or to supply a copy of any register, minute book or document the Court may by order compel an immediate inspection of the register, minute book or document or order

• § 4 — Interpretation

  4.—(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, an accounting corporation, an accounting firm or an accou

• § 40 — Copies of constitution

  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

• § 401 — False and misleading statement

  401.—(1) Every corporation which advertises, circulates or publishes any statement of the amount of its capital which is misleading, or in which the amount of capital or subscribed capital is stated but the amount of paid‑up capital or the amount of any charge on uncalled capital is not stated as pr

• § 402 — False statements or reports

  402.—(1) An officer of a corporation who, with intent to deceive, makes or furnishes, or knowingly and wilfully authorises or permits the making or furnishing of, any false or misleading statement or report to —(a) a director, auditor, member, debenture holder or trustee for debenture holders of the

• § 403 — Dividends payable from profits only

  403.—(1) No dividend is payable to the share‑holders of any company except out of profits.(1A) Subject to subsection (1B), any profits of a company applied towards the purchase or acquisition of its own shares in accordance with sections 76B to 76G are not payable as dividends to the shareholders of

• § 404 — Fraudulently inducing persons to invest money

  404.—(1) [Deleted by Act 42 of 2001](2) [Deleted by Act 42 of 2001] Obtaining payment of moneys, etc., to company by false promise of officer or agent of company (3) Whoever, being an officer or agent of any corporation, by any deceitful means or false promise and with intent to defraud, causes or

• § 405 — Penalty for carrying on business without registering a corporation and for improper use of words “Limited” and “Berhad”

  405.—(1) If any person —(a) other than a foreign company, uses any name or title or trades or carries on business under any name or title which “Limited” or “Berhad” or any abbreviation, imitation or translation of any of those words is the final word; or (b) in any way holds out that the business

• § 406 — Frauds by officers

  406. Every person who, while an officer of a company —(a) has by deceitful or fraudulent or dishonest means or by means of any other fraud induced any person to give credit to the company; (b) with intent to defraud creditors of the company, has made or caused to be made any gift or transfer of or

• § 407 — General penalty provisions

  407.—(1) A person who —(a) does that which under this Act the person is forbidden to do; (b) does not do that which under this Act the person is required or directed to do; or (c) otherwise contravenes or fails to comply with any provision of this Act, shall be guilty of an offence. (2) A person

• § 408 — Default penalties

  408.—(1) Where a default penalty is provided in any section of this Act, any person who is convicted of an offence under this Act or who has been dealt with under section 409B for an offence under this Act in relation to that section shall be guilty of a further offence under this Act if the offence

• § 409 — Proceedings how and when taken

  409.—(1) Except where provision is otherwise made in this Act, proceedings for any offence under this Act may, with the authorisation of the Public Prosecutor, be taken by the Registrar or with the written consent of the Minister by any person.[15/2010] (2) [Deleted by Act 36 of 2000] (3) Proceedin

• § 409A — Injunctions

  409A.—(1) Where a person has engaged, is engaging or is proposing to engage in any conduct that constituted, constitutes or would constitute a contravention of this Act, the Court may, on the application of —(a) the Registrar; or (b) any person whose interests have been, are or would be affected by

• § 409B — Composition of offences

  409B.—(1) The Registrar may, in his or her discretion, compound any offence under this Act which is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding the lower of the following:(a) one half of the amount

• § 409C — Appeal

  409C.—(1) Any party aggrieved by an act or a decision of the Registrar under this Act may, within 28 days after the date of the act or decision, appeal to the Court against the act or decision.[36/2014] (2) The Court may confirm the act or decision or give such directions in the matter as seem prope

• § 41 — Ratification by company of contracts made before incorporation

  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

• § 410 — Rules

  410. The Rules Committee constituted under section 80 of the Supreme Court of Judicature Act 1969 may, subject to and in accordance with the provisions of that law relating to the making of rules, make rules —(a) with respect to proceedings and the practice and procedure of the Court under this Act;

• § 411 — Regulations

  411.—(1) The Minister may make regulations for or with respect to —(a) the duties and functions of the Registrar, Deputy Registrars, Assistant Registrars and other persons appointed to assist with the administration of this Act; (b) regulating the use of virtual meeting technology for meetings held

• § 41A — Common seal

  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] —(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

• § 41B — Execution of deeds by company

  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

• § 41C — Alternative to sealing

  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

• § 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

  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 compan

• § 5 — Definition of subsidiary and holding company

  5.—(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 corporation; or (ii) controls more than half of the voting

• § 59 — Restriction on allotment in certain cases

  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 stateme

• § 5A — Definition of ultimate holding company

  5A. 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 subsidiary of any corporation.

• § 5B — Definition of wholly owned subsidiary

  5B. 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 corporation; (c) a subsidiary of that other corporation being

• § 6 — When corporations deemed to be related to each other

  6. 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 corporation are for the purposes of this Act deemed to be rel

• § 60 — Requirements as to statements in lieu of prospectus

  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 t

• § 61 — Restrictions on commencement of business in certain circumstances

  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

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

  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.

• § 62A — No par value shares

  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. —(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

• § 62B — Transitional provisions for section 62A

  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 th

• § 63 — Return as to allotments by private companies

  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

• § 63A — Return as to allotments by public companies

  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 t

• § 63B — Lodgment of documents in relation to allotment

  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 ce

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

  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 pa

• § 64 — Rights and powers attaching shares

  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

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

  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 t

• § 65 — Differences in calls and payments, etc.

  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 tha

• § 66 — Share warrants

  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 af

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

  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] —(1) A company may u

• § 68 — Issue of shares for no consideration

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

• § 7 — Interests in shares

  7.—(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 person has an interest in shares if the person has authority

• § 70 — Redeemable preference shares

  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

• § 71 — Power of company to alter its share capital

  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

• § 72 — Validation of shares improperly issued

  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 unau

• § 73 — Redenomination of shares

  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

• § 73A — Effect of redenomination

  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

• § 73B — Notice of redenomination

  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 a

• § 74 — Rights of holders of classes of shares

  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 proport

• § 74A — Conversion of shares

  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

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

  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‑cumulativ

• § 76 — Company financing dealings in its shares, etc.

  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 an

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

  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 ho

• § 76B — Company may acquire its own shares

  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 pre

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

  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 sec

• § 76D — Authority for selective off‑market acquisition

  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

• § 76DA — Contingent purchase contract

  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 spe

• § 76E — Authority for market acquisition

  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

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

  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 c

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

  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

• § 76H — Treasury shares

  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

• § 76I — Treasury shares: maximum holdings

  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

• § 76J — Treasury shares: voting and other rights

  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

• § 76K — Treasury shares: disposal and cancellation

  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, direct

• § 77 — Options over unissued shares

  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

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

  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 tr

• § 78A — Preliminary

  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

• § 78B — Reduction of share capital by private company

  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

• § 78C — Reduction of share capital by public company

  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 th

• § 78D — Creditor’s right to object to company’s reduction

  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 resolu

• § 78E — Position at end of period for creditor objections

  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 secti

• § 78F — Power of Court where creditor objection made

  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 wh

• § 78G — Reduction by special resolution subject to Court approval

  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

• § 78H — Creditor protection

  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 t

• § 78I — Court order approving reduction

  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 qualifyi

• § 78J — Offences for making groundless or false statements

  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.

• § 78K — Liability of members on reduced shares

  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 shar

• § 79 — Application and interpretation of Division

  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 be

• § 7A — Solvency statement and offence for making false statement

  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

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

  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 officer

• § 80 — Persons obliged to comply with Division

  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 o

• § 81 — Substantial shareholdings and substantial shareholders

  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 attach

• § 82 — Substantial shareholder to notify company of interests

  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 a

• § 83 — Substantial shareholder to notify company of change in interests

  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 da

• § 84 — Person who ceases to be substantial shareholder to notify company

  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 su

• § 85 — References to operation of section 7

  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 su

• § 86 — Persons holding shares as trustees

  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

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

  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.

• § 88 — Company to keep register of substantial shareholders

  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 o

• § 89 — Offences against certain sections

  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.

• § 8A — Inspection of books of corporation

  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

• § 8B — Power of Magistrate to issue warrant to seize books

  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 compli

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

  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 e

• § 8D — Destruction, mutilation, etc., of company documents

  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

• § 8E — Saving for advocates and solicitors

  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 so

• § 8F — Investigation of certain matters

  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.

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

  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 Se

• § 8H — Security of information

  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 inspe

• § 90 — Defence to prosecutions

  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 defendan

• § 91 — Powers of Court with respect to defaulting substantial shareholders

  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 mor

• § 93 — Register of debenture holders and copies of trust deed

  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

• § 94 — Specific performance of contracts

  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.

• § 95 — Perpetual debentures

  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 re

• § 96 — Reissue of redeemed debentures

  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