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 company limited by shares;
(b)
a company limited by guarantee; or
(c)
an unlimited company.
(3) No company, association or partnership consisting of more than 20 persons may be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed pursuant to some other written law in Singapore or letters patent.
(4) So much of subsection (3) as prohibits the formation of an association or a partnership consisting of more than 20 persons does not apply to an association or a partnership formed solely or mainly for the purpose of carrying on any profession or calling which under the provisions of any written law may be exercised only by persons who possess the qualifications laid down in such written law for the purpose of carrying on that profession or calling.
(5) As from 15 August 1984, no company limited by guarantee with a share capital may be registered under this Act.
(6) The prohibition referred to in subsection (5) does not affect a company limited by guarantee which has a share capital and is registered as such before 15 August 1984 and section 38(2) continues to apply to a company so registered; but any such company must, within 2 years of that date, elect to convert and re‑register that company either as a company limited by shares or as a company limited by guarantee.
(7) The conversion of a company referred to in subsection (6) is effected by lodging with the Registrar a special resolution determining the conversion of the company from a company limited by guarantee with a share capital to a company limited by shares or to a company limited by guarantee (as the case may be) and altering its constitution to the extent that is necessary to bring them into conformity with the requirements of this Act relating to the constitution of a company limited by shares or of a company limited by guarantee, as the case may be.[36/2014]
(8) On compliance by a company with subsection (7) and on the issue by the Registrar of a notice of incorporation of the company in accordance with the special resolution, the company becomes a company limited by shares or a company limited by guarantee, as the case may be.
(9) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation.[36/2014]
—(1) Subject to the provisions of this Act, any person may, whether alone or together with another person, by subscribing the person’s name or their names to a constitution and complying with the requirements as to registration, form an incorporated company.[36/2014]
(2) A company may be —(a)
a company limited by shares;
(b)
a company limited by guarantee; or
(c)
an unlimited company.
(3) No company, association or partnership consisting of more than 20 persons may be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed pursuant to some other written law in Singapore or letters patent.
(4) So much of subsection (3) as prohibits the formation of an association or a partnership consisting of more than 20 persons does not apply to an association or a partnership formed solely or mainly for the purpose of carrying on any profession or calling which under the provisions of any written law may be exercised only by persons who possess the qualifications laid down in such written law for the purpose of carrying on that profession or calling.
(5) As from 15 August 1984, no company limited by guarantee with a share capital may be registered under this Act.
(6) The prohibition referred to in subsection (5) does not affect a company limited by guarantee which has a share capital and is registered as such before 15 August 1984 and section 38(2) continues to apply to a company so registered; but any such company must, within 2 years of that date, elect to convert and re‑register that company either as a company limited by shares or as a company limited by guarantee.
(7) The conversion of a company referred to in subsection (6) is effected by lodging with the Registrar a special resolution determining the conversion of the company from a company limited by guarantee with a share capital to a company limited by shares or to a company limited by guarantee (as the case may be) and altering its constitution to the extent that is necessary to bring them into conformity with the requirements of this Act relating to the constitution of a company limited by shares or of a company limited by guarantee, as the case may be.[36/2014]
(8) On compliance by a company with subsection (7) and on the issue by the Registrar of a notice of incorporation of the company in accordance with the special resolution, the company becomes a company limited by shares or a company limited by guarantee, as the case may be.
(9) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation.[36/2014]
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 employment of the company or of its subsidiary or any person who while previously in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company).[36/2014]
(2) Where, on 29 December 1967, the constitution of a company that is a private company by virtue of paragraph (a) of the definition of “private company” in section 4(1) does not contain the restrictions and limitations required by subsection (1) to be included in the constitution of a company that may be incorporated as a private company, the constitution of the company is deemed to include each such restriction or limitation that is not so included and a restriction on the right to transfer its shares that is so deemed to be included in its constitution is deemed to be a restriction that prohibits the transfer of shares except to a person approved by the directors of the company.[36/2014]
(3) Where a restriction or limitation deemed to be included in the constitution of a company under subsection (2) is inconsistent with any provision already included in the constitution of the company, that restriction or limitation, to the extent of the inconsistency, prevails.[36/2014]
(4) A private company may, by special resolution, alter any restriction on the right to transfer its shares included, or deemed to be included, in its constitution or any limitation on the number of its members included, or deemed to be included, in its constitution, but not so that the constitution of the company ceases to include the limitation required by subsection (1)(b) to be included in the constitution of a company that may be incorporated as a private company.[36/2014]
—(1) A company having a share capital may be incorporated as a private company if its constitution —(a)
restricts the right to transfer its shares; and
(b)
limits to not more than 50 the number of its members (counting joint holders of shares as one person and not counting any person in the employment of the company or of its subsidiary or any person who while previously in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company).[36/2014]
(2) Where, on 29 December 1967, the constitution of a company that is a private company by virtue of paragraph (a) of the definition of “private company” in section 4(1) does not contain the restrictions and limitations required by subsection (1) to be included in the constitution of a company that may be incorporated as a private company, the constitution of the company is deemed to include each such restriction or limitation that is not so included and a restriction on the right to transfer its shares that is so deemed to be included in its constitution is deemed to be a restriction that prohibits the transfer of shares except to a person approved by the directors of the company.[36/2014]
(3) Where a restriction or limitation deemed to be included in the constitution of a company under subsection (2) is inconsistent with any provision already included in the constitution of the company, that restriction or limitation, to the extent of the inconsistency, prevails.[36/2014]
(4) A private company may, by special resolution, alter any restriction on the right to transfer its shares included, or deemed to be included, in its constitution or any limitation on the number of its members included, or deemed to be included, in its constitution, but not so that the constitution of the company ceases to include the limitation required by subsection (1)(b) to be included in the constitution of a company that may be incorporated as a private company.[36/2014]
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 may be prescribed; and
(c)
pay the Registrar the prescribed fee.[36/2014; 15/2017]
(2) Either —(a)
a registered qualified individual engaged in the formation of the proposed company; or
(b)
a person named in the constitution as a director or the secretary of the proposed company,
must make a declaration to the Registrar that —
(c)
all of the requirements of this Act relating to the formation of the company have been complied with; and
(d)
he or she has verified the identities of the subscribers to the constitution, and of the persons named in the constitution as officers of the proposed company,
and the Registrar may accept such declaration as sufficient evidence of those matters.
[36/2014]
(3) Upon receipt of the documents, information and payment referred to in subsection (1) and declaration mentioned in subsection (2), the Registrar must, subject to this Act, register the company by registering its constitution.[36/2014]
Notice of incorporation
(4) On the registration of the constitution the Registrar must issue in the prescribed manner a notice of incorporation in the prescribed form stating that the company is, on and from the date specified in the notice, incorporated, and that the company is —(a)
a company limited by shares;
(b)
a company limited by guarantee; or
(c)
an unlimited company,
as the case may be, and where applicable, that it is a private company.
[36/2014]
Effect of incorporation
(5) On and from the date of incorporation specified in the notice issued under subsection (4) but subject to this Act, the subscribers to the constitution, together with such other persons as may from time to time become members of the company, are a body corporate by the name contained in the constitution capable immediately of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act.[36/2014; 15/2017]
Members of company
(6) The subscribers to the constitution are deemed to have agreed to become members of the company and on the incorporation of the company must be entered as members —(a)
in the case of a public company — in the register of members kept by the public company under section 190; or
(b)
in the case of a private company — in the electronic register of members kept by the Registrar under section 196A.[36/2014]
(6A) Apart from the subscribers mentioned in subsection (6), every other person who agrees to become a member of a company and whose name is entered —(a)
in the case of a public company — in the register of members kept by the public company under section 190; or
(b)
in the case of a private company — in the electronic register of members kept by the Registrar under section 196A,
is a member of the company.
[36/2014]
(7) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation.[36/2014]
—(1) A person desiring the incorporation of a company must —(a)
submit to the Registrar the constitution of the proposed company and such other documents as may be prescribed;
(b)
furnish the Registrar with the last day of the proposed company’s first financial year and such other information as may be prescribed; and
(c)
pay the Registrar the prescribed fee.[36/2014; 15/2017]
(2) Either —(a)
a registered qualified individual engaged in the formation of the proposed company; or
(b)
a person named in the constitution as a director or the secretary of the proposed company,
must make a declaration to the Registrar that —
(c)
all of the requirements of this Act relating to the formation of the company have been complied with; and
(d)
he or she has verified the identities of the subscribers to the constitution, and of the persons named in the constitution as officers of the proposed company,
and the Registrar may accept such declaration as sufficient evidence of those matters.
[36/2014]
(3) Upon receipt of the documents, information and payment referred to in subsection (1) and declaration mentioned in subsection (2), the Registrar must, subject to this Act, register the company by registering its constitution.[36/2014]
(4) On the registration of the constitution the Registrar must issue in the prescribed manner a notice of incorporation in the prescribed form stating that the company is, on and from the date specified in the notice, incorporated, and that the company is —(a)
a company limited by shares;
(b)
a company limited by guarantee; or
(c)
an unlimited company,
as the case may be, and where applicable, that it is a private company.
[36/2014]
(5) On and from the date of incorporation specified in the notice issued under subsection (4) but subject to this Act, the subscribers to the constitution, together with such other persons as may from time to time become members of the company, are a body corporate by the name contained in the constitution capable immediately of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act.[36/2014; 15/2017]
(6) The subscribers to the constitution are deemed to have agreed to become members of the company and on the incorporation of the company must be entered as members —(a)
in the case of a public company — in the register of members kept by the public company under section 190; or
(b)
in the case of a private company — in the electronic register of members kept by the Registrar under section 196A.[36/2014]
(6A) Apart from the subscribers mentioned in subsection (6), every other person who agrees to become a member of a company and whose name is entered —(a)
in the case of a public company — in the register of members kept by the public company under section 190; or
(b)
in the case of a private company — in the electronic register of members kept by the Registrar under section 196A,
is a member of the company.
[36/2014]
(7) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation.[36/2014]
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 of all matters precedent and incidental thereto have been complied with.[36/2014]
(2) Despite anything in this Act or any rule of law, the Registrar must refuse to register the constitution of a proposed company where the Registrar is satisfied that —(a)
the proposed company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or
(b)
it would be contrary to the national security or interest for the proposed company to be registered.[36/2014]
(3) Any person aggrieved by the decision of the Registrar under subsection (2) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final.
—(1) Without affecting the powers of the Registrar under section 12(5), where a constitution is delivered for registration under section 19, the Registrar must not register the constitution unless the Registrar is satisfied that all the requirements of this Act in respect of the registration and of all matters precedent and incidental thereto have been complied with.[36/2014]
(2) Despite anything in this Act or any rule of law, the Registrar must refuse to register the constitution of a proposed company where the Registrar is satisfied that —(a)
the proposed company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or
(b)
it would be contrary to the national security or interest for the proposed company to be registered.[36/2014]
(3) Any person aggrieved by the decision of the Registrar under subsection (2) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final.
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 of book‑entry securities, but a Court, on being satisfied that a disposition of book‑entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1).[36/2014]
(2) Subsection (1) does not apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.
(3) This section does not prevent a subsidiary which, on 29 December 1967, is a member of its holding company, from continuing to be a member but, subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof.
(4) This section does not prevent a subsidiary from continuing to be a member of its holding company if, at the time when it becomes a subsidiary of the holding company, it already holds shares in that holding company, but —(a)
subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof; and
(b)
subject to subsections (4A) and (4B), the subsidiary must, within the period of 12 months or such longer period as the Court may allow after becoming the subsidiary of its holding company, dispose of all of its shares in the holding company.[36/2014]
(4A) To avoid doubt, subsection (4)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company.[36/2014]
(4B) Any shares in the holding company that are not disposed of in accordance with subsection (4)(b) may, subject to subsections (4C) and (6E), be held or continued to be held by the subsidiary.[36/2014]
(4C) With respect to the shares referred to in subsection (4B) —(a)
subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K apply with the necessary modifications, including the following modifications:(i)
a reference to treasury shares is a reference to shares referred to in subsection (4B);
(ii)
a reference to a company holding treasury shares is a reference to a subsidiary holding shares referred to in subsection (4B);
(iii)
the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” is a reference to “as if they were already held by the subsidiary at the time they were allotted, in circumstances in which section 21(4) applied”; and
(b)
the holding company must, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (4B), lodge with the Registrar a notice in the prescribed form.[36/2014]
(5) Subject to subsection (2), subsections (1), (3), (4), (4B), (6A) and (6C) apply in relation to a nominee for a corporation which is a subsidiary as if references in those subsections to such a corporation included references to a nominee for it.[36/2014]
(6) This section does not operate to prevent the allotment of shares in a holding company to a subsidiary which already lawfully holds shares in the holding company if the allotment is made by way of capitalisation of reserves of the holding company and is made to all members of the holding company on a basis which is in direct proportion to the number of shares held by each member in the holding company.
(6A) This section does not operate to prevent the transfer of shares in a holding company to a subsidiary by way of a distribution in specie, amalgamation or scheme of arrangement but —(a)
subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof; and
(b)
subject to subsections (6B) and (6C), the subsidiary must, within the period of 12 months or such longer period as the Court may allow after the transfer to the subsidiary of the shares in the holding company, dispose of all of the shares in the holding company.[36/2014]
(6B) To avoid doubt, subsection (6A)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company.[36/2014]
(6C) Any shares in the holding company that are not disposed of in accordance with subsection (6A)(b) may, subject to subsections (6D) and (6E), be held or continued to be held by the subsidiary.[36/2014]
(6D) With respect to the shares referred to in subsection (6C) —(a)
subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K apply with the necessary modifications, including the following modifications:(i)
a reference to treasury shares is a reference to shares referred to in subsection (6C);
(ii)
a reference to a company holding treasury shares is a reference to a subsidiary holding shares referred to in subsection (6C);
(iii)
the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” is a reference to “as if they were transferred to the subsidiary at the time they were allotted, in circumstances in which section 21(6A) applied”; and
(b)
the holding company must, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (6C), lodge with the Registrar a notice in the prescribed form.[36/2014]
(6E) With respect to any share referred to in subsection (4B) or (6C) —(a)
where the holding company has shares of only one class, the aggregate number of shares held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, must not at any time exceed 10% of the total number of shares of the holding company at that time;
(b)
where the share capital of the holding company is divided into shares of different classes, the aggregate number of the shares of any class held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, must not at any time exceed 10% of the total number of the shares in that class of the holding company at that time;
(c)
where paragraph (a) or (b) is contravened, the holding company must dispose of or cancel the excess shares, or procure the disposal of the excess shares by its subsidiary, in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow;
(d)
where the subsidiary is a wholly‑owned subsidiary of the holding company, no dividend may be paid, and no other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C); and
(e)
where the subsidiary is not a wholly‑owned subsidiary of the holding company, a dividend may be paid and other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C).[36/2014]
(6F) In subsection (6E)(c), “excess shares” means such number of the shares, held by any subsidiary under subsection (4B) or (6C) or by the holding company as treasury shares at the time in question, as resulted in the limit referred to in subsection (6E)(a) or (b) being exceeded.[36/2014]
(6G) In sections 7(9)(ca), 33(5A), 63A(1)(e), 74(1A), 76B(3E), 78, 81(4), 164A(1), 176(1A), 177(1), 179(8), 184(4)(b)(i), 201A(4)(b), 205B(6), 206(1)(b), 215(1), (1C), (1D) and (3A) and 232(1)(a)(i) —(a)
a reference to “treasury shares” includes a reference to shares held by a subsidiary under subsection (4B) or (6C); and
(b)
a reference to a company being registered as a member of itself or being a member of itself includes a reference to a subsidiary being registered as a member of its holding company.[36/2014; 40/2018]
(7) Where but for this section a subsidiary would have been entitled to subscribe for shares in the holding company, the holding company may, on behalf of the subsidiary, sell the shares for which the subsidiary would otherwise have been entitled to subscribe.
(8) In relation to a holding company that is a company limited by guarantee, the reference in this section to shares is to be read as including a reference to the interest of its members as such, whatever the form of that interest.
(9) For the purposes of this section, a company must inform the Registrar of the occurrence of any of the following events by lodging a notice in the prescribed form within 14 days after the date of occurrence:(a)
where a shareholder of a company that is a corporation becomes a subsidiary of the company;
(b)
where shares of the company are held by a subsidiary of the company and there is a change in the number of shares held by the subsidiary.[36/2014]
—(1) A corporation cannot be a member of a company which is its holding company, and any allotment or transfer of shares in a company to its subsidiary is void.
(1A) Subsection (1), insofar as it provides that any transfer of shares in contravention of it is void, does not apply to a disposition of book‑entry securities, but a Court, on being satisfied that a disposition of book‑entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1).[36/2014]
(2) Subsection (1) does not apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.
(3) This section does not prevent a subsidiary which, on 29 December 1967, is a member of its holding company, from continuing to be a member but, subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof.
(4) This section does not prevent a subsidiary from continuing to be a member of its holding company if, at the time when it becomes a subsidiary of the holding company, it already holds shares in that holding company, but —(a)
subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof; and
(b)
subject to subsections (4A) and (4B), the subsidiary must, within the period of 12 months or such longer period as the Court may allow after becoming the subsidiary of its holding company, dispose of all of its shares in the holding company.[36/2014]
(4A) To avoid doubt, subsection (4)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company.[36/2014]
(4B) Any shares in the holding company that are not disposed of in accordance with subsection (4)(b) may, subject to subsections (4C) and (6E), be held or continued to be held by the subsidiary.[36/2014]
(4C) With respect to the shares referred to in subsection (4B) —(a)
subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K apply with the necessary modifications, including the following modifications:(i)
a reference to treasury shares is a reference to shares referred to in subsection (4B);
(ii)
a reference to a company holding treasury shares is a reference to a subsidiary holding shares referred to in subsection (4B);
(iii)
the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” is a reference to “as if they were already held by the subsidiary at the time they were allotted, in circumstances in which section 21(4) applied”; and
(b)
the holding company must, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (4B), lodge with the Registrar a notice in the prescribed form.[36/2014]
(5) Subject to subsection (2), subsections (1), (3), (4), (4B), (6A) and (6C) apply in relation to a nominee for a corporation which is a subsidiary as if references in those subsections to such a corporation included references to a nominee for it.[36/2014]
(6) This section does not operate to prevent the allotment of shares in a holding company to a subsidiary which already lawfully holds shares in the holding company if the allotment is made by way of capitalisation of reserves of the holding company and is made to all members of the holding company on a basis which is in direct proportion to the number of shares held by each member in the holding company.
(6A) This section does not operate to prevent the transfer of shares in a holding company to a subsidiary by way of a distribution in specie, amalgamation or scheme of arrangement but —(a)
subject to subsection (2), the subsidiary has no right to vote at meetings of the holding company or any class of members thereof; and
(b)
subject to subsections (6B) and (6C), the subsidiary must, within the period of 12 months or such longer period as the Court may allow after the transfer to the subsidiary of the shares in the holding company, dispose of all of the shares in the holding company.[36/2014]
(6B) To avoid doubt, subsection (6A)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company.[36/2014]
(6C) Any shares in the holding company that are not disposed of in accordance with subsection (6A)(b) may, subject to subsections (6D) and (6E), be held or continued to be held by the subsidiary.[36/2014]
(6D) With respect to the shares referred to in subsection (6C) —(a)
subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K apply with the necessary modifications, including the following modifications:(i)
a reference to treasury shares is a reference to shares referred to in subsection (6C);
(ii)
a reference to a company holding treasury shares is a reference to a subsidiary holding shares referred to in subsection (6C);
(iii)
the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” is a reference to “as if they were transferred to the subsidiary at the time they were allotted, in circumstances in which section 21(6A) applied”; and
(b)
the holding company must, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (6C), lodge with the Registrar a notice in the prescribed form.[36/2014]
(6E) With respect to any share referred to in subsection (4B) or (6C) —(a)
where the holding company has shares of only one class, the aggregate number of shares held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, must not at any time exceed 10% of the total number of shares of the holding company at that time;
(b)
where the share capital of the holding company is divided into shares of different classes, the aggregate number of the shares of any class held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, must not at any time exceed 10% of the total number of the shares in that class of the holding company at that time;
(c)
where paragraph (a) or (b) is contravened, the holding company must dispose of or cancel the excess shares, or procure the disposal of the excess shares by its subsidiary, in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow;
(d)
where the subsidiary is a wholly‑owned subsidiary of the holding company, no dividend may be paid, and no other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C); and
(e)
where the subsidiary is not a wholly‑owned subsidiary of the holding company, a dividend may be paid and other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C).[36/2014]
(6F) In subsection (6E)(c), “excess shares” means such number of the shares, held by any subsidiary under subsection (4B) or (6C) or by the holding company as treasury shares at the time in question, as resulted in the limit referred to in subsection (6E)(a) or (b) being exceeded.[36/2014]
(6G) In sections 7(9)(ca), 33(5A), 63A(1)(e), 74(1A), 76B(3E), 78, 81(4), 164A(1), 176(1A), 177(1), 179(8), 184(4)(b)(i), 201A(4)(b), 205B(6), 206(1)(b), 215(1), (1C), (1D) and (3A) and 232(1)(a)(i) —(a)
a reference to “treasury shares” includes a reference to shares held by a subsidiary under subsection (4B) or (6C); and
(b)
a reference to a company being registered as a member of itself or being a member of itself includes a reference to a subsidiary being registered as a member of its holding company.[36/2014; 40/2018]
(7) Where but for this section a subsidiary would have been entitled to subscribe for shares in the holding company, the holding company may, on behalf of the subsidiary, sell the shares for which the subsidiary would otherwise have been entitled to subscribe.
(8) In relation to a holding company that is a company limited by guarantee, the reference in this section to shares is to be read as including a reference to the interest of its members as such, whatever the form of that interest.
(9) For the purposes of this section, a company must inform the Registrar of the occurrence of any of the following events by lodging a notice in the prescribed form within 14 days after the date of occurrence:(a)
where a shareholder of a company that is a corporation becomes a subsidiary of the company;
(b)
where shares of the company are held by a subsidiary of the company and there is a change in the number of shares held by the subsidiary.[36/2014]
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 the company is a company limited by guarantee — that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the company contracted before he or she ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount;
(d)
if the company is an unlimited company — that the liability of the members is unlimited;
(e)
if the company is an unlimited company or a company limited by guarantee — the number of members with which the company is applying to be registered;
(f)
the full names, addresses and occupations of the subscribers to the constitution of the company; and
(g)
that such subscribers are desirous of being formed into a company in pursuance of the constitution and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names.[36/2014]
(1AA) Where a company to which subsection (1)(e) applies changes the number of its members with which it is registered, the company must, within 14 days after the occurrence of such change, lodge with the Registrar a notice of the change in the prescribed form.[36/2014]
(1AB) If default is made by a company in complying with subsection (1AA), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.[36/2014]
(1A) On 30 January 2006, any provision (or part thereof) then subsisting in the constitution of any company which states —(a)
the amount of share capital with which the company proposes to be or is registered; or
(b)
the division of the share capital of the company into shares of a fixed amount,
is, insofar as it relates to the matters referred to in either or both of paragraphs (a) and (b), deemed to be deleted.
[36/2014]
(2) Each subscriber to the constitution must, if the company is to have a share capital, make a declaration to the Registrar, either personally or through a registered qualified individual authorised by the subscriber, as to the number of shares (not being less than one) that the subscriber agrees to take.[36/2014]
(3) A statement in the constitution of a company limited by shares that the liability of members is limited means that the liability of the members is limited to the amount (if any) unpaid on the shares respectively held by them.[36/2014]
(4) A copy of the constitution, duly signed by the subscribers and stating, if the company is to have a share capital, the number of shares that each subscriber has agreed to take, must be kept at the registered office of the company.[36/2014]
—(1) The constitution of every company must comply with such requirements as may be prescribed, must be dated and must state, in addition to other requirements —(a)
the name of the company;
(b)
if the company is a company limited by shares — that the liability of the members is limited;
(c)
if the company is a company limited by guarantee — that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the company contracted before he or she ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount;
(d)
if the company is an unlimited company — that the liability of the members is unlimited;
(e)
if the company is an unlimited company or a company limited by guarantee — the number of members with which the company is applying to be registered;
(f)
the full names, addresses and occupations of the subscribers to the constitution of the company; and
(g)
that such subscribers are desirous of being formed into a company in pursuance of the constitution and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names.[36/2014]
(1AA) Where a company to which subsection (1)(e) applies changes the number of its members with which it is registered, the company must, within 14 days after the occurrence of such change, lodge with the Registrar a notice of the change in the prescribed form.[36/2014]
(1AB) If default is made by a company in complying with subsection (1AA), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.[36/2014]
(1A) On 30 January 2006, any provision (or part thereof) then subsisting in the constitution of any company which states —(a)
the amount of share capital with which the company proposes to be or is registered; or
(b)
the division of the share capital of the company into shares of a fixed amount,
is, insofar as it relates to the matters referred to in either or both of paragraphs (a) and (b), deemed to be deleted.
[36/2014]
(2) Each subscriber to the constitution must, if the company is to have a share capital, make a declaration to the Registrar, either personally or through a registered qualified individual authorised by the subscriber, as to the number of shares (not being less than one) that the subscriber agrees to take.[36/2014]
(3) A statement in the constitution of a company limited by shares that the liability of members is limited means that the liability of the members is limited to the amount (if any) unpaid on the shares respectively held by them.[36/2014]
(4) A copy of the constitution, duly signed by the subscribers and stating, if the company is to have a share capital, the number of shares that each subscriber has agreed to take, must be kept at the registered office of the company.[36/2014]
