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.
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 the share is the difference between the price of issue of the share (but not including any premium) and the amount paid on the share. (2) On 30 January 2006, any amount standing to the credit of a company’s share premium account and any amount standing to the credit of a company’s capital redemption reserve becomes part of the company’s share capital. (3) Despite subsection (2), a company may use the amount standing to the credit of its share premium account immediately before 30 January 2006 to —(a) provide for the premium payable on redemption of debentures or redeemable preference shares issued before that date; (b) write off —(i) the preliminary expenses of the company incurred before that date; or (ii) expenses incurred, or commissions or brokerages paid or discounts allowed, on or before that date, for or on any duty, fee or tax payable on or in connection with any issue of shares of the company; (c) pay up, pursuant to an agreement made before that date, shares which were unissued before that date and which are to be issued on or after that date to members of the company as fully paid bonus shares; (d) pay up in whole or in part the balance unpaid on shares issued before that date to members of the company; or (e) pay dividends declared before that date, if such dividends are satisfied by the issue of shares to members of the company. (4) Despite subsection (2), if the company carries on insurance business in Singapore immediately before 30 January 2006, it may also apply the amount standing to the credit of its share premium account immediately before that date by appropriation or transfer to any fund established and maintained pursuant to the Insurance Act 1966. (5) Despite subsection (1), the liability of a shareholder for calls in respect of money unpaid on shares issued before 30 January 2006 (whether on account of the par value of the shares or by way of premium) is not affected by the shares ceasing to have a par value. (6) For the purpose of interpreting and applying, on or after 30 January 2006, a contract (including the constitution of the company) entered into before that date or a trust deed or other document executed before that date —(a) a reference to the par or nominal value of a share is a reference to —(i) if the share is issued before that date — the par or nominal value of the share immediately before that date; (ii) if the share is issued on or after that date but shares of the same class were on issue immediately before that date — the par or nominal value that the share would have had if it had been issued then; or (iii) if the share is issued on or after that date and shares of the same class were not on issue immediately before that date — the par or nominal value determined by the directors, and a reference to share premium is a reference to any residual share capital in relation to the share; (b) a reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value equal to the amount paid in respect of the share’s par or nominal value; and (c) a reference to the aggregate par or nominal value of the company’s issued share capital is a reference to that aggregate as it existed immediately before that date as —(i) increased to take account of the par or nominal value as defined in paragraph (a) of any shares issued on or after that date; and (ii) reduced to take account of the par or nominal value as defined in paragraph (a) of any shares cancelled on or after that date.[36/2014] (7) A company may —(a) at any time before —(i) the date it is required under section 197(4) in force immediately before 3 January 2016 to lodge its first annual return after 30 January 2006; or (ii) the expiry of 6 months from 30 January 2006, whichever is the earlier; or (b) within such longer period as the Registrar may, if he or she thinks fit in the circumstances of the case, allow, file with the Registrar a notice in the prescribed form of its share capital. [36/2014] (8) Unless a company has filed a notice of its share capital under subsection (7), the Registrar may for the purposes of the records maintained by the Authority adopt, as the share capital of the company, the aggregate nominal value of the shares issued by the company as that value appears in the Authority’s records immediately before 30 January 2006. —(1) For the purpose of the operation of this Act on or after 30 January 2006 in relation to a share issued before that date —(a) the amount paid on the share is the sum of all amounts paid to the company at any time for the share (but not including any premium); and (b) the amount unpaid on the share is the difference between the price of issue of the share (but not including any premium) and the amount paid on the share. (2) On 30 January 2006, any amount standing to the credit of a company’s share premium account and any amount standing to the credit of a company’s capital redemption reserve becomes part of the company’s share capital. (3) Despite subsection (2), a company may use the amount standing to the credit of its share premium account immediately before 30 January 2006 to —(a) provide for the premium payable on redemption of debentures or redeemable preference shares issued before that date; (b) write off —(i) the preliminary expenses of the company incurred before that date; or (ii) expenses incurred, or commissions or brokerages paid or discounts allowed, on or before that date, for or on any duty, fee or tax payable on or in connection with any issue of shares of the company; (c) pay up, pursuant to an agreement made before that date, shares which were unissued before that date and which are to be issued on or after that date to members of the company as fully paid bonus shares; (d) pay up in whole or in part the balance unpaid on shares issued before that date to members of the company; or (e) pay dividends declared before that date, if such dividends are satisfied by the issue of shares to members of the company. (4) Despite subsection (2), if the company carries on insurance business in Singapore immediately before 30 January 2006, it may also apply the amount standing to the credit of its share premium account immediately before that date by appropriation or transfer to any fund established and maintained pursuant to the Insurance Act 1966. (5) Despite subsection (1), the liability of a shareholder for calls in respect of money unpaid on shares issued before 30 January 2006 (whether on account of the par value of the shares or by way of premium) is not affected by the shares ceasing to have a par value. (6) For the purpose of interpreting and applying, on or after 30 January 2006, a contract (including the constitution of the company) entered into before that date or a trust deed or other document executed before that date —(a) a reference to the par or nominal value of a share is a reference to —(i) if the share is issued before that date — the par or nominal value of the share immediately before that date; (ii) if the share is issued on or after that date but shares of the same class were on issue immediately before that date — the par or nominal value that the share would have had if it had been issued then; or (iii) if the share is issued on or after that date and shares of the same class were not on issue immediately before that date — the par or nominal value determined by the directors, and a reference to share premium is a reference to any residual share capital in relation to the share; (b) a reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value equal to the amount paid in respect of the share’s par or nominal value; and (c) a reference to the aggregate par or nominal value of the company’s issued share capital is a reference to that aggregate as it existed immediately before that date as —(i) increased to take account of the par or nominal value as defined in paragraph (a) of any shares issued on or after that date; and (ii) reduced to take account of the par or nominal value as defined in paragraph (a) of any shares cancelled on or after that date.[36/2014] (7) A company may —(a) at any time before —(i) the date it is required under section 197(4) in force immediately before 3 January 2016 to lodge its first annual return after 30 January 2006; or (ii) the expiry of 6 months from 30 January 2006, whichever is the earlier; or (b) within such longer period as the Registrar may, if he or she thinks fit in the circumstances of the case, allow, file with the Registrar a notice in the prescribed form of its share capital. [36/2014] (8) Unless a company has filed a notice of its share capital under subsection (7), the Registrar may for the purposes of the records maintained by the Authority adopt, as the share capital of the company, the aggregate nominal value of the shares issued by the company as that value appears in the Authority’s records immediately before 30 January 2006.
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 to be paid on the allotment of each share; (c) the amount (if any) unpaid on each share referred to in paragraph (b); (d) where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and (e) for each member of the private company —(i) the full name; (ii) the identification and nationality, if required by the Registrar; (iii) the residential address and contact address (if the member is an individual) or the address (if otherwise); and (iv) the number and class of shares held.[36/2014] [Act 21 of 2024 wef 09/12/2024] (2) An allotment of shares, other than a deemed allotment, by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (3) In this section and section 63A, “deemed allotment” means an issue of shares without formal allotment to subscribers to the constitution.[36/2014] —(1) A private company may allot new shares, other than a deemed allotment, by lodging with the Registrar a return of the allotment in the prescribed form, which must include the following particulars:(a) the number of the shares comprised in the allotment; (b) the amount (if any) paid or deemed to be paid on the allotment of each share; (c) the amount (if any) unpaid on each share referred to in paragraph (b); (d) where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and (e) for each member of the private company —(i) the full name; (ii) the identification and nationality, if required by the Registrar; (iii) the residential address and contact address (if the member is an individual) or the address (if otherwise); and (iv) the number and class of shares held.[36/2014] [Act 21 of 2024 wef 09/12/2024] (2) An allotment of shares, other than a deemed allotment, by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (3) In this section and section 63A, “deemed allotment” means an issue of shares without formal allotment to subscribers to the constitution.[36/2014]
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 to be paid on the allotment of each share; (c) the amount (if any) unpaid on each share referred to in paragraph (b); (d) where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and (e) for each of the 50 members of the public company who, following the allotment, hold the most number of shares in the company (excluding treasury shares) —(i) the full name; (ii) the identification and nationality, if required by the Registrar; (iii) the residential address and contact address (if the member is an individual) or the address (if otherwise); and (iv) the number and class of shares held.[36/2014] [Act 21 of 2024 wef 09/12/2024] (2) A return of allotment mentioned in subsection (1) by a public company, the shares of which are listed on an approved exchange in Singapore or any securities exchange outside Singapore, need not state the particulars specified in subsection (1)(e).[36/2014; 4/2017] (3) If default is made in complying with this section, every officer of the public company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.[36/2014] —(1) Where a public company makes any allotment of its shares, other than a deemed allotment, the company must within 14 days thereafter lodge with the Registrar a return of the allotments stating —(a) the number of the shares comprised in the allotment; (b) the amount (if any) paid or deemed to be paid on the allotment of each share; (c) the amount (if any) unpaid on each share referred to in paragraph (b); (d) where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and (e) for each of the 50 members of the public company who, following the allotment, hold the most number of shares in the company (excluding treasury shares) —(i) the full name; (ii) the identification and nationality, if required by the Registrar; (iii) the residential address and contact address (if the member is an individual) or the address (if otherwise); and (iv) the number and class of shares held.[36/2014] [Act 21 of 2024 wef 09/12/2024] (2) A return of allotment mentioned in subsection (1) by a public company, the shares of which are listed on an approved exchange in Singapore or any securities exchange outside Singapore, need not state the particulars specified in subsection (1)(e).[36/2014; 4/2017] (3) If default is made in complying with this section, every officer of the public company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.[36/2014]
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 certified as prescribed.[36/2014] (2) If a certified copy of a contract is lodged, the original contract duly stamped must if the Registrar so requests be produced at the same time to the Registrar.[36/2014] (3) Where shares are allotted as fully or partly paid up otherwise than in cash and the allotment is made —(a) pursuant to a contract not reduced to writing; (b) pursuant to a provision in the constitution; or (c) in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders, or in pursuance of the application of moneys held by the company in an account or reserve in paying up unissued shares to which the shareholders have become entitled, the company must lodge with the Registrar the document specified in subsection (4) within the time specified in subsection (5). [36/2014] (4) The document referred to in subsection (3) is —(a) a statement of prescribed particulars; or (b) in lieu of the statement, where the shares are allotted pursuant to a scheme of arrangement approved by the Court under section 210, a copy of the order of the Court.[36/2014] (5) The company must lodge the document specified in subsection (4) at the same time and together with the return of allotment.[36/2014] (6) If default is made in complying with this section, every officer of a company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.[36/2014] —(1) Where shares are allotted by a company as fully or partly paid up otherwise than in cash and the allotment is made pursuant to a contract in writing, the company must lodge with the return of allotment the contract evidencing the entitlement of the allottee or a copy of any such contract certified as prescribed.[36/2014] (2) If a certified copy of a contract is lodged, the original contract duly stamped must if the Registrar so requests be produced at the same time to the Registrar.[36/2014] (3) Where shares are allotted as fully or partly paid up otherwise than in cash and the allotment is made —(a) pursuant to a contract not reduced to writing; (b) pursuant to a provision in the constitution; or (c) in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders, or in pursuance of the application of moneys held by the company in an account or reserve in paying up unissued shares to which the shareholders have become entitled, the company must lodge with the Registrar the document specified in subsection (4) within the time specified in subsection (5). [36/2014] (4) The document referred to in subsection (3) is —(a) a statement of prescribed particulars; or (b) in lieu of the statement, where the shares are allotted pursuant to a scheme of arrangement approved by the Court under section 210, a copy of the order of the Court.[36/2014] (5) The company must lodge the document specified in subsection (4) at the same time and together with the return of allotment.[36/2014] (6) If default is made in complying with this section, every officer of a company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.[36/2014]
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 payments and the increase in the total amount paid up on the relevant class of shares within 14 days after the payment.[36/2014]
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 is not entitled to vote unless all calls or other sums personally payable by the member in respect of shares in the company have been paid.[36/2014] (3) Subject to subsection (4) and section 64A, a right specified in subsection (1) may be negated, altered, or added to by the constitution of the company.[36/2014] (4) Despite subsection (3), the right of a holder of a specified share of a company to at least one vote on a poll at a meeting of the company on the following resolutions may not be negated or altered:(a) a resolution to wind up the company voluntarily under section 160 of the Insolvency, Restructuring and Dissolution Act 2018; or (b) a resolution to vary any right attached to a specified share and conferred on the holder.[36/2014; 40/2018] (5) In subsection (4), “specified share” means a share in the company, by whatever name called which, but for that subsection, does not entitle the holder thereof to the right to vote at a general meeting of the company.[36/2014] (6) This section does not operate so as to limit or derogate from the rights of any person under section 74.[36/2014] —(1) Subject to subsections (2) and (3), sections 21 and 76J, and any written law to the contrary, a share in a company confers on the holder of the share the right to one vote on a poll at a meeting of the company on any resolution.[36/2014] (2) A company’s constitution may provide that a member is not entitled to vote unless all calls or other sums personally payable by the member in respect of shares in the company have been paid.[36/2014] (3) Subject to subsection (4) and section 64A, a right specified in subsection (1) may be negated, altered, or added to by the constitution of the company.[36/2014] (4) Despite subsection (3), the right of a holder of a specified share of a company to at least one vote on a poll at a meeting of the company on the following resolutions may not be negated or altered:(a) a resolution to wind up the company voluntarily under section 160 of the Insolvency, Restructuring and Dissolution Act 2018; or (b) a resolution to vary any right attached to a specified share and conferred on the holder.[36/2014; 40/2018] (5) In subsection (4), “specified share” means a share in the company, by whatever name called which, but for that subsection, does not entitle the holder thereof to the right to vote at a general meeting of the company.[36/2014] (6) This section does not operate so as to limit or derogate from the rights of any person under section 74.[36/2014]
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 to that class of shares.[36/2014] (2) Without limiting subsection (1) but subject to the conditions of subsection (1)(a) and (b), shares in a public company may —(a) confer special, limited, or conditional voting rights; or (b) not confer voting rights.[36/2014] (3) Despite anything in subsection (1) or (2), a public company must not undertake any issuance of shares in the public company that confers special, limited or conditional voting rights, or that confers no voting rights unless it is approved by the members of the public company by special resolution.[36/2014] (4) Where a public company has one or more classes of shares that confer special, limited or conditional voting rights, or that confer no voting rights, the notice of any general meeting required to be given to a person entitled to receive notice of the meeting must specify the special, limited or conditional voting rights, or the absence of voting rights, in respect of each such class of shares.[36/2014] (5) This section does not operate so as to limit or derogate from the rights of any person under section 74.[36/2014] (6) Nothing in this section affects the right of a private company, subject to its constitution, to issue shares of different classes, including shares conferring special, limited or conditional voting rights or no voting rights, as the case may be.[36/2014] —(1) Different classes of shares in a public company may be issued only if —(a) the issue of the class or classes of shares is provided for in the constitution of the public company; and (b) the constitution of the public company sets out in respect of each class of shares the rights attached to that class of shares.[36/2014] (2) Without limiting subsection (1) but subject to the conditions of subsection (1)(a) and (b), shares in a public company may —(a) confer special, limited, or conditional voting rights; or (b) not confer voting rights.[36/2014] (3) Despite anything in subsection (1) or (2), a public company must not undertake any issuance of shares in the public company that confers special, limited or conditional voting rights, or that confers no voting rights unless it is approved by the members of the public company by special resolution.[36/2014] (4) Where a public company has one or more classes of shares that confer special, limited or conditional voting rights, or that confer no voting rights, the notice of any general meeting required to be given to a person entitled to receive notice of the meeting must specify the special, limited or conditional voting rights, or the absence of voting rights, in respect of each such class of shares.[36/2014] (5) This section does not operate so as to limit or derogate from the rights of any person under section 74.[36/2014] (6) Nothing in this section affects the right of a private company, subject to its constitution, to issue shares of different classes, including shares conferring special, limited or conditional voting rights or no voting rights, as the case may be.[36/2014]
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 that amount has been called up; and (c) pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.[36/2014] Reserve liability (2) A limited company may by special resolution determine that any portion of its share capital which has not been already called up is not capable of being called up except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital is not capable of being called up except in the event and for the purposes of the company being wound up, but no such resolution affects the rights of any person acquired before the passing of the resolution. —(1) A company if so authorised by its constitution may —(a) make arrangements on the issue of shares for varying the amounts and times of payment of calls as between shareholders; (b) accept from any member the whole or a part of the amount remaining unpaid on any shares although no part of that amount has been called up; and (c) pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.[36/2014] (2) A limited company may by special resolution determine that any portion of its share capital which has not been already called up is not capable of being called up except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital is not capable of being called up except in the event and for the purposes of the company being wound up, but no such resolution affects the rights of any person acquired before the passing of the resolution.
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 after 1 July 2015, entitled to surrender it for cancellation and to have the bearer’s name entered in the register of members.[36/2014] (3) The company is responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant issued before 29 December 1967 in respect of the shares therein specified without the warrant being surrendered and cancelled.[36/2014] (4) A company must cancel any share warrant which is issued by a company before 29 December 1967 that is unaccounted for by the expiry of the 2‑year period mentioned in subsection (2), and the company is not responsible for any loss incurred by any person by reason of such cancellation.[36/2014] —(1) A company must not issue any share warrant stating that the bearer of the warrant is entitled to the shares therein specified and which enables the shares to be transferred by delivery of the warrant. (2) The bearer of a share warrant issued before 29 December 1967 is, in the 2‑year period after 1 July 2015, entitled to surrender it for cancellation and to have the bearer’s name entered in the register of members.[36/2014] (3) The company is responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant issued before 29 December 1967 in respect of the shares therein specified without the warrant being surrendered and cancelled.[36/2014] (4) A company must cancel any share warrant which is issued by a company before 29 December 1967 that is unaccounted for by the expiry of the 2‑year period mentioned in subsection (2), and the company is not responsible for any loss incurred by any person by reason of such cancellation.[36/2014]
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 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]
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]
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 the constitution.[36/2014] (2) [Deleted by Act 36 of 2014] (3) The shares must not be redeemed unless they are fully paid up. (4) The shares must not be redeemed out of the capital of the company unless —(a) all the directors have made a solvency statement in relation to such redemption; and (b) the company has lodged a copy of the statement with the Registrar. (5) To avoid doubt, shares redeemed out of proceeds of a fresh issue of shares issued for the purpose of redemption are not to be treated as having been redeemed out of the capital of the company.[36/2014] (6) A private company may redeem any redeemable preference shares by lodging a prescribed notice of redemption with the Registrar.[36/2014] (7) A redemption of any redeemable preference shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (8) If a public company redeems any redeemable preference shares, it must within 14 days after doing so give notice thereof to the Registrar specifying the shares redeemed.[36/2014] —(1) Subject to this section, a company having a share capital may, if so authorised by its constitution, issue preference shares which are, or at the option of the company are to be, liable to be redeemed and the redemption may be effected only on such terms and in such manner as is provided by the constitution.[36/2014] (2) [Deleted by Act 36 of 2014] (3) The shares must not be redeemed unless they are fully paid up. (4) The shares must not be redeemed out of the capital of the company unless —(a) all the directors have made a solvency statement in relation to such redemption; and (b) the company has lodged a copy of the statement with the Registrar. (5) To avoid doubt, shares redeemed out of proceeds of a fresh issue of shares issued for the purpose of redemption are not to be treated as having been redeemed out of the capital of the company.[36/2014] (6) A private company may redeem any redeemable preference shares by lodging a prescribed notice of redemption with the Registrar.[36/2014] (7) A redemption of any redeemable preference shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (8) If a public company redeems any redeemable preference shares, it must within 14 days after doing so give notice thereof to the Registrar specifying the shares redeemed.[36/2014]
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 of its paid‑up shares into stock and reconvert that stock into paid‑up shares; (d) subdivide its shares or any of them, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share is the same as it was in the case of the share from which the reduced share is derived; (e) cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled.[36/2014] (1A) A public company which alters its share capital may lodge with the Registrar a notice of the alteration in the prescribed form.[36/2014] (1B) A private company may alter its share capital by lodging a notice of alteration in the prescribed form with the Registrar.[36/2014] (1C) An alteration of share capital of a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] Cancellations (2) A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act. As to share capital of unlimited company on re‑registration (3) An unlimited company having a share capital may by any resolution passed for the purposes of section 30(1) —(a) increase the amount of its share capital by increasing the issue price of each of its shares, but subject to the condition that no part of the increased capital is capable of being called up except in the event and for the purposes of the company being wound up; and (b) in addition or alternatively, provide that a specified portion of its uncalled share capital is not capable of being called up except in the event and for the purposes of the company being wound up. —(1) Subject to subsections (1B) and (1C), a company, if so authorised by its constitution, may in general meeting alter its share capital in any one or more of the following ways:(a) [Deleted by Act 21 of 2005] (b) consolidate and divide all or any of its share capital; (c) convert all or any of its paid‑up shares into stock and reconvert that stock into paid‑up shares; (d) subdivide its shares or any of them, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share is the same as it was in the case of the share from which the reduced share is derived; (e) cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled.[36/2014] (1A) A public company which alters its share capital may lodge with the Registrar a notice of the alteration in the prescribed form.[36/2014] (1B) A private company may alter its share capital by lodging a notice of alteration in the prescribed form with the Registrar.[36/2014] (1C) An alteration of share capital of a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (2) A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act. (3) An unlimited company having a share capital may by any resolution passed for the purposes of section 30(1) —(a) increase the amount of its share capital by increasing the issue price of each of its shares, but subject to the condition that no part of the increased capital is capable of being called up except in the event and for the purposes of the company being wound up; and (b) in addition or alternatively, provide that a specified portion of its uncalled share capital is not capable of being called up except in the event and for the purposes of the company being wound up.
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 unauthorised by any such provision the Court may, upon application made by the company or by a holder or mortgagee of any of those shares or by a creditor of the company and upon being satisfied that in all the circumstances it is just and equitable to do so, make an order validating the issue or allotment of those shares or confirming the terms of issue or allotment thereof or both and upon a copy of the order being lodged with the Registrar those shares are deemed to have been validly issued or allotted upon the terms of the issue or allotment thereof.[36/2014]
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 one occasion; and (b) at a specified time or under specified circumstances.[36/2014] (3) The redenomination must be made at a spot rate of exchange specified in the resolution.[36/2014] (4) The rate mentioned in subsection (3) must be either —(a) a rate prevailing on a day specified in the resolution; or (b) a rate determined by taking the average of rates prevailing on each consecutive day of a period specified in the resolution.[36/2014] (5) The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed.[36/2014] (6) A resolution under this section may specify conditions which must be met before the redenomination takes effect.[36/2014] (7) Redenomination in accordance with a resolution under this section takes effect —(a) on the day on which the resolution is passed; or (b) on such later day as may be determined in accordance with the resolution.[36/2014] (8) A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed.[36/2014] (9) A company’s constitution may exclude or restrict the exercise of a power conferred by this section.[36/2014] (10) In this section and sections 73A and 73B, “redenomination” means the conversion of share capital or any class of shares from one currency to another.[36/2014] —(1) A company having a share capital may by ordinary resolution convert its share capital or any class of shares from one currency to another currency.[36/2014] (2) A resolution under this section may authorise a company having a share capital to redenominate its share capital —(a) on more than one occasion; and (b) at a specified time or under specified circumstances.[36/2014] (3) The redenomination must be made at a spot rate of exchange specified in the resolution.[36/2014] (4) The rate mentioned in subsection (3) must be either —(a) a rate prevailing on a day specified in the resolution; or (b) a rate determined by taking the average of rates prevailing on each consecutive day of a period specified in the resolution.[36/2014] (5) The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed.[36/2014] (6) A resolution under this section may specify conditions which must be met before the redenomination takes effect.[36/2014] (7) Redenomination in accordance with a resolution under this section takes effect —(a) on the day on which the resolution is passed; or (b) on such later day as may be determined in accordance with the resolution.[36/2014] (8) A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed.[36/2014] (9) A company’s constitution may exclude or restrict the exercise of a power conferred by this section.[36/2014] (10) In this section and sections 73A and 73B, “redenomination” means the conversion of share capital or any class of shares from one currency to another.[36/2014]
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), voting rights and liability in respect of amounts remaining unpaid on shares (including liability in a particular currency).[36/2014] (2) For the purposes of subsection (1), the reference to a company’s constitution includes the terms on which any shares of the company are allotted or held.[36/2014] —(1) A redenomination of shares does not affect —(a) any rights or obligations of members under the company’s constitution or any restrictions affecting members under the company’s constitution; or (b) any entitlement to dividends (including any entitlement to dividends in a particular currency), voting rights and liability in respect of amounts remaining unpaid on shares (including liability in a particular currency).[36/2014] (2) For the purposes of subsection (1), the reference to a company’s constitution includes the terms on which any shares of the company are allotted or held.[36/2014]
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 as redenominated by the resolution:(a) the total number of issued shares in the company; (b) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the company; (c) the total amount of the company’s issued share capital; and (d) for each class of shares —(i) the particulars specified in subsection (3); (ii) the total number of issued shares in the class; (iii) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the class; and (iv) the total amount of issued share capital of the class.[36/2014] (3) The particulars referred to in subsection (2)(d)(i) are —(a) particulars of any voting rights attached to shares in the class, including rights that arise only in certain circumstances; (b) particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution; (c) particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution (including on a winding up of the company); and (d) whether or not shares in the class are redeemable shares.[36/2014] (4) If default is made in complying with this section, every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.[36/2014] —(1) Within 14 days after passing a resolution under section 73, a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination.[36/2014] (2) The notice must include the following information with respect to the company’s share capital as redenominated by the resolution:(a) the total number of issued shares in the company; (b) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the company; (c) the total amount of the company’s issued share capital; and (d) for each class of shares —(i) the particulars specified in subsection (3); (ii) the total number of issued shares in the class; (iii) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the class; and (iv) the total amount of issued share capital of the class.[36/2014] (3) The particulars referred to in subsection (2)(d)(i) are —(a) particulars of any voting rights attached to shares in the class, including rights that arise only in certain circumstances; (b) particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution; (c) particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution (including on a winding up of the company); and (d) whether or not shares in the class are redeemable shares.[36/2014] (4) If default is made in complying with this section, every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.[36/2014]
Rights of holders of classes of shares
74.—(1) Where, in the case of a company the share capital of which is divided into different classes of shares, provision is made in its constitution for authorising the variation or abrogation of the rights attached to any class of shares in the company, the rights attached to the class of shares must not be varied or abrogated except —(a) by either of the following if specified in the constitution as being necessary for such variation or abrogation:(i) the consent of the specified proportion of the holders of the shares of that class; (ii) the sanction of a resolution passed at a separate meeting by the holders in total of not less than the specified proportion of the total number of shares of that class; or (b) where the constitution does not specify the matters mentioned in paragraph (a)(i) and (ii), by the sanction of a resolution passed by the holders in total of not less than 75% of the total number of shares of that class.[Act 24 of 2025 wef 06/05/2026] (1AA) Despite the rights attached to a class of shares in a company having been varied or abrogated in accordance with subsection (1), the holders in total of not less than 5% of the total number of shares of that class may apply to the Court to have the variation or abrogation cancelled.[Act 24 of 2025 wef 06/05/2026] (1AB) Where an application mentioned in subsection (1AA) is made to the Court, the variation or abrogation of the rights attached to the class of shares does not have effect until confirmed by the Court.[Act 24 of 2025 wef 06/05/2026] (1A) For the purposes of subsections (1) and (1AA), any of the company’s shares held as treasury shares is to be disregarded.[36/2014] [Act 24 of 2025 wef 06/05/2026] (2) An application mentioned in subsection (1AA) is not invalid by reason of the applicants or any of them having consented to or voted in favour of the resolution for the variation or abrogation if the Court is satisfied that any material fact was not disclosed by the company to those applicants before they so consented or voted.[Act 24 of 2025 wef 06/05/2026] (3) An application mentioned in subsection (1AA) must be made within one month after the date on which the consent was given or the resolution was passed or such further time as the Court allows, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they appoint in writing for the purpose.[Act 24 of 2025 wef 06/05/2026] (4) On the application the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, may, if satisfied having regard to all the circumstances of the case that the variation or abrogation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation or abrogation, as the case may be, and must, if not so satisfied, confirm it and the decision of the Court is final. (5) The company must, within 14 days after the making of an order by the Court on any such application, lodge a copy of the order with the Registrar and if default is made in complying with this provision the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty. (6) The issue by a company of preference shares ranking pari passu with existing preference shares issued by the company is deemed to be a variation of the rights attached to those existing preference shares unless the issue of the firstmentioned shares was authorised by the terms of issue of the existing preference shares or by the constitution of the company in force at the time the existing preference shares were issued.[36/2014] (7) For the purposes of this section, the alteration of any provision in the constitution of a company which affects or relates to the manner in which the rights attaching to the shares of any class may be varied or abrogated is deemed to be a variation or abrogation of the rights attached to the shares of that class.[36/2014] (8) This section does not operate so as to limit or derogate from the rights of any person to obtain relief under section 216. —(1) Where, in the case of a company the share capital of which is divided into different classes of shares, provision is made in its constitution for authorising the variation or abrogation of the rights attached to any class of shares in the company, the rights attached to the class of shares must not be varied or abrogated except —(a) by either of the following if specified in the constitution as being necessary for such variation or abrogation:(i) the consent of the specified proportion of the holders of the shares of that class; (ii) the sanction of a resolution passed at a separate meeting by the holders in total of not less than the specified proportion of the total number of shares of that class; or (b) where the constitution does not specify the matters mentioned in paragraph (a)(i) and (ii), by the sanction of a resolution passed by the holders in total of not less than 75% of the total number of shares of that class.[Act 24 of 2025 wef 06/05/2026] (1AA) Despite the rights attached to a class of shares in a company having been varied or abrogated in accordance with subsection (1), the holders in total of not less than 5% of the total number of shares of that class may apply to the Court to have the variation or abrogation cancelled.[Act 24 of 2025 wef 06/05/2026] (1AB) Where an application mentioned in subsection (1AA) is made to the Court, the variation or abrogation of the rights attached to the class of shares does not have effect until confirmed by the Court.[Act 24 of 2025 wef 06/05/2026] (1A) For the purposes of subsections (1) and (1AA), any of the company’s shares held as treasury shares is to be disregarded.[36/2014] [Act 24 of 2025 wef 06/05/2026] (2) An application mentioned in subsection (1AA) is not invalid by reason of the applicants or any of them having consented to or voted in favour of the resolution for the variation or abrogation if the Court is satisfied that any material fact was not disclosed by the company to those applicants before they so consented or voted.[Act 24 of 2025 wef 06/05/2026] (3) An application mentioned in subsection (1AA) must be made within one month after the date on which the consent was given or the resolution was passed or such further time as the Court allows, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they appoint in writing for the purpose.[Act 24 of 2025 wef 06/05/2026] (4) On the application the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, may, if satisfied having regard to all the circumstances of the case that the variation or abrogation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation or abrogation, as the case may be, and must, if not so satisfied, confirm it and the decision of the Court is final. (5) The company must, within 14 days after the making of an order by the Court on any such application, lodge a copy of the order with the Registrar and if default is made in complying with this provision the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty. (6) The issue by a company of preference shares ranking pari passu with existing preference shares issued by the company is deemed to be a variation of the rights attached to those existing preference shares unless the issue of the firstmentioned shares was authorised by the terms of issue of the existing preference shares or by the constitution of the company in force at the time the existing preference shares were issued.[36/2014] (7) For the purposes of this section, the alteration of any provision in the constitution of a company which affects or relates to the manner in which the rights attaching to the shares of any class may be varied or abrogated is deemed to be a variation or abrogation of the rights attached to the shares of that class.[36/2014] (8) This section does not operate so as to limit or derogate from the rights of any person to obtain relief under section 216.
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 one class of shares (A) into another class of shares (B) by special resolution only if the constitution of the public company —(a) permits B to be issued; and (b) sets out the rights attached to B.[36/2014] (3) A private company may convert shares from one class to another by lodging a notice of conversion in the prescribed form with the Registrar.[36/2014] (4) A conversion of shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (5) Section 74 applies where a conversion of shares undertaken by a company involves a variation or an abrogation of the rights attached to any class of shares in the company.[36/2014] (6) Despite anything in this section, a share that is not a redeemable preference share when issued cannot afterwards be converted into a redeemable preference share.[36/2014] —(1) Subject to this section and sections 64A and 75, a company the share capital of which is divided into different classes of shares may make provision in its constitution to authorise the conversion of one class of shares into another class of shares.[36/2014] (2) A public company may convert one class of shares (A) into another class of shares (B) by special resolution only if the constitution of the public company —(a) permits B to be issued; and (b) sets out the rights attached to B.[36/2014] (3) A private company may convert shares from one class to another by lodging a notice of conversion in the prescribed form with the Registrar.[36/2014] (4) A conversion of shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (5) Section 74 applies where a conversion of shares undertaken by a company involves a variation or an abrogation of the rights attached to any class of shares in the company.[36/2014] (6) Despite anything in this section, a share that is not a redeemable preference share when issued cannot afterwards be converted into a redeemable preference share.[36/2014]
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‑cumulative dividends, voting and priority of payment of capital and dividend in relation to other shares or other classes of preference shares.[36/2014] (2) If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. —(1) No company may allot any preference shares or convert any issued shares into preference shares unless there are set out in its constitution the rights of the holders of those shares with respect to repayment of capital, participation in surplus assets and profits, cumulative or non‑cumulative dividends, voting and priority of payment of capital and dividend in relation to other shares or other classes of preference shares.[36/2014] (2) If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
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 any person, whether before or at the same time as the giving of financial assistance, of —(i) shares or units of shares in the company; or (ii) shares or units of shares in a holding company or ultimate holding company (as the case may be) of the company; or (b) the proposed acquisition by any person of —(i) shares or units of shares in the company; or (ii) shares or units of shares in a holding company or ultimate holding company (as the case may be) of the company.[36/2014] (1A) Except as otherwise expressly provided by this Act, a company must not —(a) whether directly or indirectly, in any way —(i) acquire shares or units of shares in the company; or (ii) purport to acquire shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company; or (b) whether directly or indirectly, in any way, lend money on the security of —(i) shares or units of shares in the company; or (ii) shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company.[36/2014] (2) A reference in this section to the giving of financial assistance includes a reference to the giving of financial assistance by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise. (3) For the purposes of this section, a company is taken to have given financial assistance for the purpose of an acquisition or proposed acquisition referred to in subsection (1) (called in this subsection the relevant purpose) if —(a) the company gave the financial assistance for purposes that included the relevant purpose; and (b) the relevant purpose was a substantial purpose of the giving of the financial assistance.[36/2014] (4) For the purposes of this section, a company is taken to have given financial assistance in connection with an acquisition or proposed acquisition referred to in subsection (1) if, when the financial assistance was given to a person, the company was aware that the financial assistance would financially assist —(a) the acquisition by a person of shares or units of shares in the company; or (b) where shares in the company had already been acquired — the payment by a person of any unpaid amount of the subscription payable for the shares, or the payment of any calls on the shares.[36/2014] (5) If a company contravenes subsection (1) or (1A), the company shall not be guilty of an offence, despite section 407, but each officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 3 years or to both.[36/2014] (6) Where a person is convicted of an offence under subsection (5) and the Court by which the person is convicted is satisfied that the company or another person has suffered loss or damage as a result of the contravention that constituted the offence, that Court may, in addition to imposing a penalty under that subsection, order the convicted person to pay compensation to the company or other person (as the case may be) of such amount as the Court specifies, and any such order may be enforced as if it were a judgment of the Court. (7) The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (6) from the liability to have such an order made against the person. (8) Nothing in subsection (1) or (1A) prohibits —(a) a distribution of a company’s assets by way of dividends lawfully made; (aa) a distribution in the course of a company’s winding up; (b) a payment made by a company pursuant to a reduction of capital in accordance with Division 3A of this Part; (c) the discharge by a company of a liability of the company that was incurred in good faith as a result of a transaction entered into on ordinary commercial terms; (d) anything done pursuant to an order of Court made under section 210; (e) anything done under an arrangement made pursuant to section 178 of the Insolvency, Restructuring and Dissolution Act 2018; (f) anything done under an arrangement made between a company and its creditors which is binding on the creditors by virtue of section 187 of the Insolvency, Restructuring and Dissolution Act 2018; (g) where a corporation is a borrowing corporation by reason that it is or will be under a liability to repay moneys received or to be received by it —(i) the giving, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of a guarantee in relation to the repayment of those moneys, whether or not the guarantee is secured by any charge over the property of that company; or (ii) the provision, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of security in relation to the repayment of those moneys; (ga) the giving by a company in good faith and in the ordinary course of commercial dealing of any representation, warranty or indemnity in relation to an offer to the public of, or an invitation to the public to subscribe for or purchase, shares or units of shares in that company; (h) the purchase by a company of shares in the company pursuant to an order of a Court; (i) the creation or acquisition, in good faith and in the ordinary course of commercial dealing, by a company of a lien on shares in the company (other than fully‑paid shares) for any amount payable to the company in respect of the shares; (j) the entering into, in good faith and in the ordinary course of commercial dealing, of an agreement by a company with a subscriber for shares in the company permitting the subscriber to make payments for the shares by instalments; (k) an allotment of bonus shares; (l) a redemption of redeemable shares of a company in accordance with the company’s constitution; or (m) the payment of some or all of the costs by a company listed on an approved exchange in Singapore or any securities exchange outside Singapore associated with a scheme, an arrangement or a plan under which any shareholder of the company may purchase or sell shares for the sole purpose of rounding off any odd‑lots which the shareholder owns, but nothing in this subsection — (n) is to be construed as implying that a particular act of a company would, but for this subsection, be prohibited by subsection (1) or (1A); or (o) is to be construed as limiting the operation of any rule of law permitting the giving of financial assistance by a company, the acquisition of shares or units of shares by a company or the lending of money by a company on the security of shares or units of shares.[36/2014; 4/2017; 40/2018] (8A) For the purposes of subsection (8)(m) —(a) an “odd‑lot” means any amount of shares in the company which is less than the amount of shares constituting a board lot; (b) a “board lot” means a standard unit of trading of the securities exchange on which the company is listed; and (c) the reference to “rounding off any odd‑lots” includes an act by a shareholder, who owns only odd‑lots in a company, disposing all such odd‑lots.[36/2014] (9) Nothing in subsection (1) or (1A) prohibits —(a) the making of a loan, or the giving of a guarantee or the provision of security in connection with one or more loans made by one or more other persons, by a company in the ordinary course of its business where the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore and where —(i) the lending of money, or the giving of guarantees or the provision of security in connection with loans made by other persons, is done in the course of such activities; and (ii) the loan that is made by the company, or, where the guarantee is given or the security is provided in respect of a loan, that loan is made on ordinary commercial terms as to the rate of interest, the terms of repayment of principal and payment of interest, the security to be provided and otherwise; (b) the giving by a company of financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company to be held by or for the benefit of employees of the company or of a corporation that is related to the company, including any director holding a salaried employment or office in the company or in the corporation; or (c) the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G.[36/2014] (9A) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —(a) the amount of the financial assistance, together with any other financial assistance given by the company under this subsection repayment of which remains outstanding, would not exceed 10% of the aggregate of —(i) the total paid‑up capital of the company; and (ii) the reserves of the company, as disclosed in the most recent financial statements of the company that comply with section 201; (b) the company receives fair value in connection with the financial assistance; (c) the board of directors of the company passes a resolution that —(i) the company should give the assistance; (ii) giving the assistance is in the best interests of the company; and (iii) the terms and conditions under which the assistance is given are fair and reasonable to the company; (d) the resolution sets out in full the grounds for the directors’ conclusions; (e) all the directors of the company make a solvency statement in relation to the giving of the financial assistance; (f) within 10 business days of providing the financial assistance, the company sends to each member a notice containing particulars of —(i) the class and number of shares or units of shares in respect of which the financial assistance was or is to be given; (ii) the consideration paid or payable for those shares or units of shares; (iii) the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner; and (iv) the nature and, if quantifiable, the amount of the financial assistance; and (g) not later than the business day next following the day when the notice mentioned in paragraph (f) is sent to members of the company, the company lodges with the Registrar a copy of that notice and a copy of the solvency statement mentioned in paragraph (e).[36/2014] (9B) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —(a) the board of directors of the company passes a resolution that —(i) the company should give the assistance; (ii) giving the assistance is in the best interests of the company; and (iii) the terms and conditions under which the assistance is given are fair and reasonable to the company; (b) the resolution sets out in full the grounds for the directors’ conclusions; (c) all the directors of the company make a solvency statement in relation to the giving of the financial assistance; (d) not later than the business day next following the day when the resolution mentioned in paragraph (a) is passed, the company sends to each member having the right to vote on the resolution mentioned in paragraph (e) a notice containing particulars of —(i) the directors’ resolution mentioned in paragraph (a); (ii) the class and number of shares or units of shares in respect of which the financial assistance is to be given; (iii) the consideration payable for those shares or units of shares; (iv) the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner; (v) the nature and, if quantifiable, the amount of the financial assistance; and (vi) such further information and explanation as may be necessary to enable a reasonable member to understand the nature and implications for the company and its members of the proposed transaction; (e) a resolution is passed —(i) by all the members of the company present and voting either in person or by proxy at the relevant meeting; or (ii) if the resolution is proposed to be passed by written means under section 184A, by all the members of the company, to give that assistance; (f) not later than the business day next following the day when the resolution mentioned in paragraph (e) is passed, the company lodges with the Registrar a copy of that resolution and a copy of the solvency statement mentioned in paragraph (c); and (g) the financial assistance is given not more than 12 months after the resolution mentioned in paragraph (e) is passed.[36/2014] (9BA) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —(a) giving the assistance does not materially prejudice —(i) the interests of the company or its shareholders; or (ii) the company’s ability to pay its creditors; (b) the board of directors of the company passes a resolution that —(i) the company should give the assistance; and (ii) the terms and conditions under which the assistance is proposed to be given are fair and reasonable to the company; (c) the resolution sets out in full the grounds for the directors’ conclusions; and (d) the company lodges with the Registrar a copy of the resolution mentioned in paragraph (b).[36/2014] (9C) A company must not give financial assistance under subsection (9A) or (9B) if, before the assistance is given —(a) any of the directors who voted in favour of the resolution under subsection (9A)(c) or (9B)(a), respectively —(i) ceases to be satisfied that the giving of the assistance is in the best interests of the company; or (ii) ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company; or (b) any of the directors no longer has reasonable grounds for any of the opinions expressed in the solvency statement. (9CA) A company must not give financial assistance under subsection (9BA) if, before the assistance is given, any of the directors who voted in favour of the resolution under subsection (9BA)(b) ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company.[36/2014] (9D) A director of a company is not relieved of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company, by —(a) the passing of a resolution by the board of directors of the company under subsection (9A) or (9BA) for the giving of the financial assistance; or (b) the passing of a resolution by the board of directors of the company, and the passing of a resolution by the members of the company, under subsection (9B) for the giving of the financial assistance.[36/2014] (10) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —(a) the company, by special resolution, resolves to give financial assistance for the purpose of or in connection with, that acquisition; (b) where —(i) the company is a subsidiary of a listed corporation; or (ii) the company is not a subsidiary of a listed corporation but is a subsidiary whose ultimate holding company is incorporated in Singapore, the listed corporation or the ultimate holding company (as the case may be) has, by special resolution, approved the giving of the financial assistance; (c) the notice specifying the intention to propose the resolution referred to in paragraph (a) as a special resolution sets out —(i) particulars of the financial assistance proposed to be given and the reasons for the proposal to give that assistance; and (ii) the effect that the giving of the financial assistance would have on the financial position of the company and, where the company is included in a group of corporations consisting of a holding company and a subsidiary or subsidiaries, the effect that the giving of the financial assistance would have on the financial position of the group of corporations, and is accompanied by a copy of a statement made in accordance with a resolution of the directors, setting out the names of any directors who voted against the resolution and the reasons why they so voted, and signed by not less than 2 directors, stating whether, in the opinion of the directors who voted in favour of the resolution, after taking into account the financial position of the company (including future liabilities and contingent liabilities of the company), the giving of the financial assistance would be likely to prejudice materially the interests of the creditors or members of the company or any class of those creditors or members; (d) the notice specifying the intention to propose the resolution referred to in paragraph (b) as a special resolution is accompanied by a copy of the notice, and a copy of the statement, mentioned in paragraph (c); (e) not later than the day next following the day when the notice mentioned in paragraph (c) is despatched to members of the company there is lodged with the Registrar a copy of that notice and a copy of the statement that accompanied that notice; (f) the notice mentioned in paragraph (c) and a copy of the statement mentioned in that paragraph are sent to —(i) all members of the company; (ii) all trustees for debenture holders of the company; and (iii) if there are no trustees for, or for a particular class of, debenture holders of the company — all debenture holders, or all debenture holders of that class (as the case may be) of the company whose names are, at the time when the notice is despatched, known to the company; (g) the notice mentioned in paragraph (d) and the accompanying documents are sent to —(i) all members of the listed corporation or of the ultimate holding company; (ii) all trustees for debenture holders of the listed corporation or of the ultimate holding company; and (iii) if there are no trustees for, or for a particular class of, debenture holders of the listed corporation or of the ultimate holding company — all debenture holders or debenture holders of that class (as the case may be) of the listed corporation or of the ultimate holding company whose names are, at the time when the notice is despatched, known to the listed corporation or the ultimate holding company; (h) within 21 days after the date on which the resolution mentioned in paragraph (a) is passed or, in a case to which paragraph (b) applies, the date on which the resolution referred to in that paragraph is passed, whichever is the later, a notice —(i) setting out the terms of the resolution mentioned in paragraph (a); and (ii) stating that any of the persons referred to in subsection (12) may, within the period mentioned in that subsection, make an application to the Court opposing the giving of the financial assistance, is published in a daily newspaper circulating generally in Singapore; (i) no application opposing the giving of the financial assistance is made within the period mentioned in subsection (12) or, if such an application or applications has or have been made, the application or each of the applications has been withdrawn or the Court has approved the giving of the financial assistance; and (j) the financial assistance is given in accordance with the terms of the resolution mentioned in paragraph (a) and not earlier than —(i) in a case to which sub‑paragraph (ii) does not apply — the expiration of the period mentioned in subsection (12); or (ii) if an application or applications has or have been made to the Court within that period —(A) where the application or each of the applications has been withdrawn — the withdrawal of the application or of the last of the applications to be withdrawn; or (B) in any other case — the decision of the Court on the application or applications.[36/2014] (10A) If the resolution mentioned in subsection (10)(a) or (b) is proposed to be passed by written means under section 184A, subsection (10)(f) or (g) (as the case may be) must be complied with at or before the time —(a) agreement to the resolution is sought in accordance with section 184C; or (b) documents referred to in section 183(3A) in respect of the resolution are served on or made accessible to members of the company in accordance with section 183(3A), as the case may be. (11) Where, on application to the Court by a company, the Court is satisfied that the provisions of subsection (10) have been substantially complied with in relation to a proposed giving by the company of financial assistance of a kind mentioned in that subsection, the Court may, by order, declare that the provisions of that subsection have been complied with in relation to the proposed giving by the company of financial assistance. (12) Where a special resolution mentioned in subsection (10)(a) is passed by a company, an application to the Court opposing the giving of the financial assistance to which the special resolution relates may be made, within the period of 21 days after the publication of the notice mentioned in subsection (10)(h) —(a) by a member of the company; (b) by a trustee for debenture holders of the company; (c) by a debenture holder of the company; (d) by a creditor of the company; (e) if subsection (10)(b) applies by —(i) a member of the listed corporation or ultimate holding company that passed a special resolution mentioned in that subsection; (ii) a trustee for debenture holders of that listed corporation or ultimate holding company; (iii) a debenture holder of that listed corporation or ultimate holding company; or (iv) a creditor of that listed corporation or ultimate holding company; or (f) by the Registrar. (13) Where an application or applications opposing the giving of financial assistance by a company in accordance with a special resolution passed by the company is or are made to the Court under subsection (12), the Court —(a) must, in determining what order or orders to make in relation to the application or applications, have regard to the rights and interests of the members of the company or of any class of them as well as to the rights and interests of the creditors of the company or of any class of them; and (b) must not make an order approving the giving of the financial assistance unless the Court is satisfied that —(i) the company has disclosed to the members of the company all material matters relating to the proposed financial assistance; and (ii) the proposed financial assistance would not, after taking into account the financial position of the company (including any future or contingent liabilities), be likely to prejudice materially the interests of the creditors or members of the company or of any class of those creditors or members, and may do all or any of the following: (iii) if it thinks fit, make an order for the purchase by the company of the interests of dissentient members of the company and for the reduction accordingly of the capital of the company; (iv) if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase (otherwise than by the company or by a subsidiary of the company) of the interests of dissentient members; (v) give such ancillary or consequential directions and make such ancillary or consequential orders as it thinks expedient; (vi) make an order disapproving the giving of the financial assistance or, subject to paragraph (b), an order approving the giving of the financial assistance. (14) Where the Court makes an order under this section in relation to the giving of financial assistance by a company, the company must, within 14 days after the order is made, lodge with the Registrar a copy of the order. (15) The passing of a special resolution by a company for the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company, and the approval by the Court of the giving of the financial assistance, do not relieve a director of the company of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of the financial assistance. (16) A reference in this section to an acquisition or proposed acquisition of shares or units of shares is a reference to any acquisition or proposed acquisition whether by way of purchase, subscription or otherwise. (17) This section does not apply in relation to the doing of any act or thing pursuant to a contract entered into before 15 May 1987 if the doing of that act or thing would have been lawful if this Act had not been enacted. —(1) Except as otherwise expressly provided by this Act, a public company or a company whose holding company or ultimate holding company is a public company must not, whether directly or indirectly, give any financial assistance for the purpose of, or in connection with —(a) the acquisition by any person, whether before or at the same time as the giving of financial assistance, of —(i) shares or units of shares in the company; or (ii) shares or units of shares in a holding company or ultimate holding company (as the case may be) of the company; or (b) the proposed acquisition by any person of —(i) shares or units of shares in the company; or (ii) shares or units of shares in a holding company or ultimate holding company (as the case may be) of the company.[36/2014] (1A) Except as otherwise expressly provided by this Act, a company must not —(a) whether directly or indirectly, in any way —(i) acquire shares or units of shares in the company; or (ii) purport to acquire shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company; or (b) whether directly or indirectly, in any way, lend money on the security of —(i) shares or units of shares in the company; or (ii) shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company.[36/2014] (2) A reference in this section to the giving of financial assistance includes a reference to the giving of financial assistance by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise. (3) For the purposes of this section, a company is taken to have given financial assistance for the purpose of an acquisition or proposed acquisition referred to in subsection (1) (called in this subsection the relevant purpose) if —(a) the company gave the financial assistance for purposes that included the relevant purpose; and (b) the relevant purpose was a substantial purpose of the giving of the financial assistance.[36/2014] (4) For the purposes of this section, a company is taken to have given financial assistance in connection with an acquisition or proposed acquisition referred to in subsection (1) if, when the financial assistance was given to a person, the company was aware that the financial assistance would financially assist —(a) the acquisition by a person of shares or units of shares in the company; or (b) where shares in the company had already been acquired — the payment by a person of any unpaid amount of the subscription payable for the shares, or the payment of any calls on the shares.[36/2014] (5) If a company contravenes subsection (1) or (1A), the company shall not be guilty of an offence, despite section 407, but each officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 3 years or to both.[36/2014] (6) Where a person is convicted of an offence under subsection (5) and the Court by which the person is convicted is satisfied that the company or another person has suffered loss or damage as a result of the contravention that constituted the offence, that Court may, in addition to imposing a penalty under that subsection, order the convicted person to pay compensation to the company or other person (as the case may be) of such amount as the Court specifies, and any such order may be enforced as if it were a judgment of the Court. (7) The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (6) from the liability to have such an order made against the person. (8) Nothing in subsection (1) or (1A) prohibits —(a) a distribution of a company’s assets by way of dividends lawfully made; (aa) a distribution in the course of a company’s winding up; (b) a payment made by a company pursuant to a reduction of capital in accordance with Division 3A of this Part; (c) the discharge by a company of a liability of the company that was incurred in good faith as a result of a transaction entered into on ordinary commercial terms; (d) anything done pursuant to an order of Court made under section 210; (e) anything done under an arrangement made pursuant to section 178 of the Insolvency, Restructuring and Dissolution Act 2018; (f) anything done under an arrangement made between a company and its creditors which is binding on the creditors by virtue of section 187 of the Insolvency, Restructuring and Dissolution Act 2018; (g) where a corporation is a borrowing corporation by reason that it is or will be under a liability to repay moneys received or to be received by it —(i) the giving, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of a guarantee in relation to the repayment of those moneys, whether or not the guarantee is secured by any charge over the property of that company; or (ii) the provision, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of security in relation to the repayment of those moneys; (ga) the giving by a company in good faith and in the ordinary course of commercial dealing of any representation, warranty or indemnity in relation to an offer to the public of, or an invitation to the public to subscribe for or purchase, shares or units of shares in that company; (h) the purchase by a company of shares in the company pursuant to an order of a Court; (i) the creation or acquisition, in good faith and in the ordinary course of commercial dealing, by a company of a lien on shares in the company (other than fully‑paid shares) for any amount payable to the company in respect of the shares; (j) the entering into, in good faith and in the ordinary course of commercial dealing, of an agreement by a company with a subscriber for shares in the company permitting the subscriber to make payments for the shares by instalments; (k) an allotment of bonus shares; (l) a redemption of redeemable shares of a company in accordance with the company’s constitution; or (m) the payment of some or all of the costs by a company listed on an approved exchange in Singapore or any securities exchange outside Singapore associated with a scheme, an arrangement or a plan under which any shareholder of the company may purchase or sell shares for the sole purpose of rounding off any odd‑lots which the shareholder owns, but nothing in this subsection — (n) is to be construed as implying that a particular act of a company would, but for this subsection, be prohibited by subsection (1) or (1A); or (o) is to be construed as limiting the operation of any rule of law permitting the giving of financial assistance by a company, the acquisition of shares or units of shares by a company or the lending of money by a company on the security of shares or units of shares.[36/2014; 4/2017; 40/2018] (8A) For the purposes of subsection (8)(m) —(a) an “odd‑lot” means any amount of shares in the company which is less than the amount of shares constituting a board lot; (b) a “board lot” means a standard unit of trading of the securities exchange on which the company is listed; and (c) the reference to “rounding off any odd‑lots” includes an act by a shareholder, who owns only odd‑lots in a company, disposing all such odd‑lots.[36/2014] (9) Nothing in subsection (1) or (1A) prohibits —(a) the making of a loan, or the giving of a guarantee or the provision of security in connection with one or more loans made by one or more other persons, by a company in the ordinary course of its business where the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore and where —(i) the lending of money, or the giving of guarantees or the provision of security in connection with loans made by other persons, is done in the course of such activities; and (ii) the loan that is made by the company, or, where the guarantee is given or the security is provided in respect of a loan, that loan is made on ordinary commercial terms as to the rate of interest, the terms of repayment of principal and payment of interest, the security to be provided and otherwise; (b) the giving by a company of financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company to be held by or for the benefit of employees of the company or of a corporation that is related to the company, including any director holding a salaried employment or office in the company or in the corporation; or (c) the purchase or acquisition or proposed purchase or acquisition by a company of its own shares in accordance with sections 76B to 76G.[36/2014] (9A) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —(a) the amount of the financial assistance, together with any other financial assistance given by the company under this subsection repayment of which remains outstanding, would not exceed 10% of the aggregate of —(i) the total paid‑up capital of the company; and (ii) the reserves of the company, as disclosed in the most recent financial statements of the company that comply with section 201; (b) the company receives fair value in connection with the financial assistance; (c) the board of directors of the company passes a resolution that —(i) the company should give the assistance; (ii) giving the assistance is in the best interests of the company; and (iii) the terms and conditions under which the assistance is given are fair and reasonable to the company; (d) the resolution sets out in full the grounds for the directors’ conclusions; (e) all the directors of the company make a solvency statement in relation to the giving of the financial assistance; (f) within 10 business days of providing the financial assistance, the company sends to each member a notice containing particulars of —(i) the class and number of shares or units of shares in respect of which the financial assistance was or is to be given; (ii) the consideration paid or payable for those shares or units of shares; (iii) the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner; and (iv) the nature and, if quantifiable, the amount of the financial assistance; and (g) not later than the business day next following the day when the notice mentioned in paragraph (f) is sent to members of the company, the company lodges with the Registrar a copy of that notice and a copy of the solvency statement mentioned in paragraph (e).[36/2014] (9B) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —(a) the board of directors of the company passes a resolution that —(i) the company should give the assistance; (ii) giving the assistance is in the best interests of the company; and (iii) the terms and conditions under which the assistance is given are fair and reasonable to the company; (b) the resolution sets out in full the grounds for the directors’ conclusions; (c) all the directors of the company make a solvency statement in relation to the giving of the financial assistance; (d) not later than the business day next following the day when the resolution mentioned in paragraph (a) is passed, the company sends to each member having the right to vote on the resolution mentioned in paragraph (e) a notice containing particulars of —(i) the directors’ resolution mentioned in paragraph (a); (ii) the class and number of shares or units of shares in respect of which the financial assistance is to be given; (iii) the consideration payable for those shares or units of shares; (iv) the identity of the person receiving the financial assistance and, if that person is not the beneficial owner of those shares or units of shares, the identity of the beneficial owner; (v) the nature and, if quantifiable, the amount of the financial assistance; and (vi) such further information and explanation as may be necessary to enable a reasonable member to understand the nature and implications for the company and its members of the proposed transaction; (e) a resolution is passed —(i) by all the members of the company present and voting either in person or by proxy at the relevant meeting; or (ii) if the resolution is proposed to be passed by written means under section 184A, by all the members of the company, to give that assistance; (f) not later than the business day next following the day when the resolution mentioned in paragraph (e) is passed, the company lodges with the Registrar a copy of that resolution and a copy of the solvency statement mentioned in paragraph (c); and (g) the financial assistance is given not more than 12 months after the resolution mentioned in paragraph (e) is passed.[36/2014] (9BA) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —(a) giving the assistance does not materially prejudice —(i) the interests of the company or its shareholders; or (ii) the company’s ability to pay its creditors; (b) the board of directors of the company passes a resolution that —(i) the company should give the assistance; and (ii) the terms and conditions under which the assistance is proposed to be given are fair and reasonable to the company; (c) the resolution sets out in full the grounds for the directors’ conclusions; and (d) the company lodges with the Registrar a copy of the resolution mentioned in paragraph (b).[36/2014] (9C) A company must not give financial assistance under subsection (9A) or (9B) if, before the assistance is given —(a) any of the directors who voted in favour of the resolution under subsection (9A)(c) or (9B)(a), respectively —(i) ceases to be satisfied that the giving of the assistance is in the best interests of the company; or (ii) ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company; or (b) any of the directors no longer has reasonable grounds for any of the opinions expressed in the solvency statement. (9CA) A company must not give financial assistance under subsection (9BA) if, before the assistance is given, any of the directors who voted in favour of the resolution under subsection (9BA)(b) ceases to be satisfied that the terms and conditions under which the assistance is proposed are fair and reasonable to the company.[36/2014] (9D) A director of a company is not relieved of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company, by —(a) the passing of a resolution by the board of directors of the company under subsection (9A) or (9BA) for the giving of the financial assistance; or (b) the passing of a resolution by the board of directors of the company, and the passing of a resolution by the members of the company, under subsection (9B) for the giving of the financial assistance.[36/2014] (10) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company if —(a) the company, by special resolution, resolves to give financial assistance for the purpose of or in connection with, that acquisition; (b) where —(i) the company is a subsidiary of a listed corporation; or (ii) the company is not a subsidiary of a listed corporation but is a subsidiary whose ultimate holding company is incorporated in Singapore, the listed corporation or the ultimate holding company (as the case may be) has, by special resolution, approved the giving of the financial assistance; (c) the notice specifying the intention to propose the resolution referred to in paragraph (a) as a special resolution sets out —(i) particulars of the financial assistance proposed to be given and the reasons for the proposal to give that assistance; and (ii) the effect that the giving of the financial assistance would have on the financial position of the company and, where the company is included in a group of corporations consisting of a holding company and a subsidiary or subsidiaries, the effect that the giving of the financial assistance would have on the financial position of the group of corporations, and is accompanied by a copy of a statement made in accordance with a resolution of the directors, setting out the names of any directors who voted against the resolution and the reasons why they so voted, and signed by not less than 2 directors, stating whether, in the opinion of the directors who voted in favour of the resolution, after taking into account the financial position of the company (including future liabilities and contingent liabilities of the company), the giving of the financial assistance would be likely to prejudice materially the interests of the creditors or members of the company or any class of those creditors or members; (d) the notice specifying the intention to propose the resolution referred to in paragraph (b) as a special resolution is accompanied by a copy of the notice, and a copy of the statement, mentioned in paragraph (c); (e) not later than the day next following the day when the notice mentioned in paragraph (c) is despatched to members of the company there is lodged with the Registrar a copy of that notice and a copy of the statement that accompanied that notice; (f) the notice mentioned in paragraph (c) and a copy of the statement mentioned in that paragraph are sent to —(i) all members of the company; (ii) all trustees for debenture holders of the company; and (iii) if there are no trustees for, or for a particular class of, debenture holders of the company — all debenture holders, or all debenture holders of that class (as the case may be) of the company whose names are, at the time when the notice is despatched, known to the company; (g) the notice mentioned in paragraph (d) and the accompanying documents are sent to —(i) all members of the listed corporation or of the ultimate holding company; (ii) all trustees for debenture holders of the listed corporation or of the ultimate holding company; and (iii) if there are no trustees for, or for a particular class of, debenture holders of the listed corporation or of the ultimate holding company — all debenture holders or debenture holders of that class (as the case may be) of the listed corporation or of the ultimate holding company whose names are, at the time when the notice is despatched, known to the listed corporation or the ultimate holding company; (h) within 21 days after the date on which the resolution mentioned in paragraph (a) is passed or, in a case to which paragraph (b) applies, the date on which the resolution referred to in that paragraph is passed, whichever is the later, a notice —(i) setting out the terms of the resolution mentioned in paragraph (a); and (ii) stating that any of the persons referred to in subsection (12) may, within the period mentioned in that subsection, make an application to the Court opposing the giving of the financial assistance, is published in a daily newspaper circulating generally in Singapore; (i) no application opposing the giving of the financial assistance is made within the period mentioned in subsection (12) or, if such an application or applications has or have been made, the application or each of the applications has been withdrawn or the Court has approved the giving of the financial assistance; and (j) the financial assistance is given in accordance with the terms of the resolution mentioned in paragraph (a) and not earlier than —(i) in a case to which sub‑paragraph (ii) does not apply — the expiration of the period mentioned in subsection (12); or (ii) if an application or applications has or have been made to the Court within that period —(A) where the application or each of the applications has been withdrawn — the withdrawal of the application or of the last of the applications to be withdrawn; or (B) in any other case — the decision of the Court on the application or applications.[36/2014] (10A) If the resolution mentioned in subsection (10)(a) or (b) is proposed to be passed by written means under section 184A, subsection (10)(f) or (g) (as the case may be) must be complied with at or before the time —(a) agreement to the resolution is sought in accordance with section 184C; or (b) documents referred to in section 183(3A) in respect of the resolution are served on or made accessible to members of the company in accordance with section 183(3A), as the case may be. (11) Where, on application to the Court by a company, the Court is satisfied that the provisions of subsection (10) have been substantially complied with in relation to a proposed giving by the company of financial assistance of a kind mentioned in that subsection, the Court may, by order, declare that the provisions of that subsection have been complied with in relation to the proposed giving by the company of financial assistance. (12) Where a special resolution mentioned in subsection (10)(a) is passed by a company, an application to the Court opposing the giving of the financial assistance to which the special resolution relates may be made, within the period of 21 days after the publication of the notice mentioned in subsection (10)(h) —(a) by a member of the company; (b) by a trustee for debenture holders of the company; (c) by a debenture holder of the company; (d) by a creditor of the company; (e) if subsection (10)(b) applies by —(i) a member of the listed corporation or ultimate holding company that passed a special resolution mentioned in that subsection; (ii) a trustee for debenture holders of that listed corporation or ultimate holding company; (iii) a debenture holder of that listed corporation or ultimate holding company; or (iv) a creditor of that listed corporation or ultimate holding company; or (f) by the Registrar. (13) Where an application or applications opposing the giving of financial assistance by a company in accordance with a special resolution passed by the company is or are made to the Court under subsection (12), the Court —(a) must, in determining what order or orders to make in relation to the application or applications, have regard to the rights and interests of the members of the company or of any class of them as well as to the rights and interests of the creditors of the company or of any class of them; and (b) must not make an order approving the giving of the financial assistance unless the Court is satisfied that —(i) the company has disclosed to the members of the company all material matters relating to the proposed financial assistance; and (ii) the proposed financial assistance would not, after taking into account the financial position of the company (including any future or contingent liabilities), be likely to prejudice materially the interests of the creditors or members of the company or of any class of those creditors or members, and may do all or any of the following: (iii) if it thinks fit, make an order for the purchase by the company of the interests of dissentient members of the company and for the reduction accordingly of the capital of the company; (iv) if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase (otherwise than by the company or by a subsidiary of the company) of the interests of dissentient members; (v) give such ancillary or consequential directions and make such ancillary or consequential orders as it thinks expedient; (vi) make an order disapproving the giving of the financial assistance or, subject to paragraph (b), an order approving the giving of the financial assistance. (14) Where the Court makes an order under this section in relation to the giving of financial assistance by a company, the company must, within 14 days after the order is made, lodge with the Registrar a copy of the order. (15) The passing of a special resolution by a company for the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company, and the approval by the Court of the giving of the financial assistance, do not relieve a director of the company of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of the financial assistance. (16) A reference in this section to an acquisition or proposed acquisition of shares or units of shares is a reference to any acquisition or proposed acquisition whether by way of purchase, subscription or otherwise. (17) This section does not apply in relation to the doing of any act or thing pursuant to a contract entered into before 15 May 1987 if the doing of that act or thing would have been lawful if this Act had not been enacted.
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 holding company, as the case may be; (b) a contract or transaction by which a company lends money on the security of its own shares or units of its own shares, or on the security of shares or units of shares in its holding company or ultimate holding company, as the case may be.[36/2014] (1A) Subsection (1) does not apply to a disposition of book‑entry securities, but a Court, on being satisfied that a disposition of book‑entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1).[36/2014] (2) Subject to subsection (1), a contract or transaction made or entered into in contravention of section 76, or a contract or transaction related to such contract or transaction, is voidable at the option of the company. The company may, subject to the following provisions of this section, avoid any contract or transaction to which this subsection applies by giving written notice to the other party or parties to the contract or transaction. (3) The Court may, on the application of a member of a company, a holder of debentures of a company, a trustee for the holders of debentures of a company or a director of a company, by order, authorise the member, holder of debentures, trustee or director to give a notice or notices under subsection (2) in the name of the company. (4) Where —(a) a company makes or performs a contract, or engages in a transaction; (b) the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or the contract or transaction is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section; and (c) the Court is satisfied, on the application of the company or of any other person, that the company or that other person has suffered, or is likely to suffer, loss or damage as a result of —(i) the making or performance of the contract or the engaging in of the transaction; (ii) the making or performance of a related contract or the engaging in of a related transaction; (iii) the contract or transaction being void by reason of subsection (1) or avoided under subsection (2); or (iv) a related contract or transaction being void by reason of subsection (1) or avoided under subsection (2), the Court may make such order or orders as it thinks just and equitable (including, without limiting the generality of the foregoing, all or any of the orders mentioned in subsection (5)) against any party to the contract or transaction or to the related contract or transaction, or against the company or against any person who aided, abetted, counselled or procured, or was, by act or omission, in any way, directly or indirectly, knowingly concerned in or party to the contravention. (5) The orders that may be made under subsection (4) include —(a) an order directing a person to refund money or return property to the company or to another person; (b) an order directing a person to pay to the company or to another person a specified amount of the loss or damage suffered by the company or other person; and (c) an order directing a person to indemnify the company or another person against any loss or damage that the company or other person may suffer as a result of the contract or transaction or as a result of the contract or transaction being or having become void. (6) If a certificate signed by not less than 2 directors, or by a director and a secretary, of a company stating that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be), inclusive, have been complied with in relation to the proposed giving by the company of financial assistance for the purposes of an acquisition or proposed acquisition by a person of shares or units in the company or in a holding company or ultimate holding company (as the case may be) of the company is given to a person —(a) the person to whom the certificate is given is not under any liability to have an order made against the person under subsection (4) by reason of any contract made or performed, or any transaction engaged in, by the person in reliance on the certificate; and (b) any such contract or transaction is not invalid, and is not voidable under subsection (2), by reason that the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section.[36/2014] (7) Subsection (6) does not apply in relation to a person to whom a certificate is given under that subsection in relation to a contract or transaction if the Court, on application by the company concerned or any other person who has suffered, or is likely to suffer, loss or damage as a result of the making or performance of the contract or the engaging in of the transaction, or the making or performance of a related contract or the engaging in of a related transaction, by order, declares that it is satisfied that the person to whom the certificate was given became aware before the contract was made or the transaction was engaged in that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) had not been complied with in relation to the financial assistance to which the certificate related.[36/2014] (8) For the purposes of subsection (7), a person is, in the absence of proof to the contrary, deemed to have been aware at a particular time of any matter of which an employee or agent of the person having duties or acting on behalf of the person in relation to the relevant contract or transaction was aware at the time. (9) In any proceeding, a document purporting to be a certificate given under subsection (6) is, in the absence of proof to the contrary, deemed to be such a certificate and to have been duly given. (10) A person who has possession of a certificate given under subsection (6) is, in the absence of proof to the contrary, deemed to be the person to whom the certificate was given. (11) If a person signs a certificate stating that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) have been complied with in relation to the proposed giving by a company of financial assistance and any of those requirements had not been complied with in respect of the proposed giving of that assistance at the time when the certificate was signed by that person, the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.[36/2014] (12) It is a defence to a prosecution for an offence under subsection (11) if the defendant proves that at the time when the defendant signed the certificate he or she believed on reasonable grounds that all the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) had been complied with in respect of the proposed giving of financial assistance to which the certificate relates.[36/2014] (13) The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability mentioned in that section extends to relieving a person against whom an order may be made under subsection (4) from the liability to have such an order made against the person. (14) If a company makes a contract or engages in a transaction under which it gives financial assistance as mentioned in section 76(1) or lends money as mentioned in section 76(1A)(b), any contract or transaction made or engaged in as a result of or by means of, or in relation to, that financial assistance or money is deemed for the purposes of this section to be related to the firstmentioned contract or transaction.[36/2014] (15) Any rights or liabilities of a person under this section (including rights or liabilities under an order made by the Court under this section) are in addition to and not in derogation of any rights or liabilities of that person apart from this section but, where there would be any inconsistency between the rights and liabilities of a person under this section or under an order made by the Court under this section and the rights and liabilities of that person apart from this section, the provisions of this section or of the order made by the Court prevails. —(1) The following contracts or transactions made or entered into in contravention of section 76 are void:(a) a contract or transaction by which a company acquires or purports to acquire its own shares or units of its own shares, or shares or units of shares in its holding company or ultimate holding company, as the case may be; (b) a contract or transaction by which a company lends money on the security of its own shares or units of its own shares, or on the security of shares or units of shares in its holding company or ultimate holding company, as the case may be.[36/2014] (1A) Subsection (1) does not apply to a disposition of book‑entry securities, but a Court, on being satisfied that a disposition of book‑entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1).[36/2014] (2) Subject to subsection (1), a contract or transaction made or entered into in contravention of section 76, or a contract or transaction related to such contract or transaction, is voidable at the option of the company. The company may, subject to the following provisions of this section, avoid any contract or transaction to which this subsection applies by giving written notice to the other party or parties to the contract or transaction. (3) The Court may, on the application of a member of a company, a holder of debentures of a company, a trustee for the holders of debentures of a company or a director of a company, by order, authorise the member, holder of debentures, trustee or director to give a notice or notices under subsection (2) in the name of the company. (4) Where —(a) a company makes or performs a contract, or engages in a transaction; (b) the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or the contract or transaction is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section; and (c) the Court is satisfied, on the application of the company or of any other person, that the company or that other person has suffered, or is likely to suffer, loss or damage as a result of —(i) the making or performance of the contract or the engaging in of the transaction; (ii) the making or performance of a related contract or the engaging in of a related transaction; (iii) the contract or transaction being void by reason of subsection (1) or avoided under subsection (2); or (iv) a related contract or transaction being void by reason of subsection (1) or avoided under subsection (2), the Court may make such order or orders as it thinks just and equitable (including, without limiting the generality of the foregoing, all or any of the orders mentioned in subsection (5)) against any party to the contract or transaction or to the related contract or transaction, or against the company or against any person who aided, abetted, counselled or procured, or was, by act or omission, in any way, directly or indirectly, knowingly concerned in or party to the contravention. (5) The orders that may be made under subsection (4) include —(a) an order directing a person to refund money or return property to the company or to another person; (b) an order directing a person to pay to the company or to another person a specified amount of the loss or damage suffered by the company or other person; and (c) an order directing a person to indemnify the company or another person against any loss or damage that the company or other person may suffer as a result of the contract or transaction or as a result of the contract or transaction being or having become void. (6) If a certificate signed by not less than 2 directors, or by a director and a secretary, of a company stating that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be), inclusive, have been complied with in relation to the proposed giving by the company of financial assistance for the purposes of an acquisition or proposed acquisition by a person of shares or units in the company or in a holding company or ultimate holding company (as the case may be) of the company is given to a person —(a) the person to whom the certificate is given is not under any liability to have an order made against the person under subsection (4) by reason of any contract made or performed, or any transaction engaged in, by the person in reliance on the certificate; and (b) any such contract or transaction is not invalid, and is not voidable under subsection (2), by reason that the contract is made or performed, or the transaction is engaged in, in contravention of section 76 or is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section.[36/2014] (7) Subsection (6) does not apply in relation to a person to whom a certificate is given under that subsection in relation to a contract or transaction if the Court, on application by the company concerned or any other person who has suffered, or is likely to suffer, loss or damage as a result of the making or performance of the contract or the engaging in of the transaction, or the making or performance of a related contract or the engaging in of a related transaction, by order, declares that it is satisfied that the person to whom the certificate was given became aware before the contract was made or the transaction was engaged in that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) had not been complied with in relation to the financial assistance to which the certificate related.[36/2014] (8) For the purposes of subsection (7), a person is, in the absence of proof to the contrary, deemed to have been aware at a particular time of any matter of which an employee or agent of the person having duties or acting on behalf of the person in relation to the relevant contract or transaction was aware at the time. (9) In any proceeding, a document purporting to be a certificate given under subsection (6) is, in the absence of proof to the contrary, deemed to be such a certificate and to have been duly given. (10) A person who has possession of a certificate given under subsection (6) is, in the absence of proof to the contrary, deemed to be the person to whom the certificate was given. (11) If a person signs a certificate stating that the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) have been complied with in relation to the proposed giving by a company of financial assistance and any of those requirements had not been complied with in respect of the proposed giving of that assistance at the time when the certificate was signed by that person, the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.[36/2014] (12) It is a defence to a prosecution for an offence under subsection (11) if the defendant proves that at the time when the defendant signed the certificate he or she believed on reasonable grounds that all the requirements of section 76(9A), (9B), (9BA) or (10) (as the case may be) had been complied with in respect of the proposed giving of financial assistance to which the certificate relates.[36/2014] (13) The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability mentioned in that section extends to relieving a person against whom an order may be made under subsection (4) from the liability to have such an order made against the person. (14) If a company makes a contract or engages in a transaction under which it gives financial assistance as mentioned in section 76(1) or lends money as mentioned in section 76(1A)(b), any contract or transaction made or engaged in as a result of or by means of, or in relation to, that financial assistance or money is deemed for the purposes of this section to be related to the firstmentioned contract or transaction.[36/2014] (15) Any rights or liabilities of a person under this section (including rights or liabilities under an order made by the Court under this section) are in addition to and not in derogation of any rights or liabilities of that person apart from this section but, where there would be any inconsistency between the rights and liabilities of a person under this section or under an order made by the Court under this section and the rights and liabilities of that person apart from this section, the provisions of this section or of the order made by the Court prevails.
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 preference shares. (3) The total number of ordinary shares and stocks in any class that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of ordinary shares and stocks of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E unless —(a) the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or (b) the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company.[36/2014] (3A) Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of ordinary shares and stocks of the company in any class is, despite subsection (3)(a) and (b), taken to be the total number of ordinary shares and stocks of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be. (3B) The total number of preference shares in any class which are not redeemable under section 70 that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of non‑redeemable preference shares of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E, unless —(a) the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or (b) the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company.[36/2014] (3C) Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of non‑redeemable preference shares of the company in any class is, despite subsection (3B)(a) and (b), taken to be the total number of non‑redeemable preference shares of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be. (3D) There is no limit on the number of redeemable preference shares that may be purchased or acquired by a company during the relevant period. (3E) For the purposes of this section, any of the company’s ordinary shares held as treasury shares is to be disregarded. (4) In subsections (3), (3B) and (3D), “relevant period” means the period —(a) commencing from the date of a resolution passed pursuant to section 76C, 76D, 76DA or 76E (as the case may be); and (b) expiring on the date the next annual general meeting is or is required by law to be held, whichever is the earlier.[36/2014] (5) Ordinary shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are, unless held in treasury in accordance with section 76H, deemed to be cancelled immediately on purchase or acquisition. (5A) Preference shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are deemed to be cancelled immediately on purchase or acquisition. (6) On the cancellation of a share under subsection (5) or (5A), the rights and privileges attached to that share expire. (7) A private company may purchase or acquire any of its shares under section 76C, 76D, 76DA or 76E by lodging the following with the Registrar:(a) a copy of a resolution mentioned in section 76C, 76D, 76DA or 76E; (b) a notice of purchase or acquisition in the prescribed form with the following particulars:(i) the date of the purchase or acquisition; (ii) the number of shares purchased or acquired; (iii) the number of shares cancelled; (iv) the number of shares held as treasury shares; (v) the company’s issued share capital before the purchase or acquisition; (vi) the company’s issued share capital after the purchase or acquisition; (vii) the amount of consideration paid by the company for the purchase or acquisition of the shares; (viii) whether the shares were purchased or acquired out of the profits or the capital of the company; (ix) such other particulars as may be required in the prescribed form.[36/2014] (8) A purchase or acquisition by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (9) Where a public company purchases or acquires shares issued by it under section 76C, 76D, 76DA or 76E —(a) within 30 days after the passing of a resolution mentioned in section 76C, 76D, 76DA or 76E (as the case may be) the directors of the company must lodge with the Registrar a copy of the resolution; (b) within 30 days after the purchase or acquisition of the shares, the directors of the company must lodge a notice of purchase or acquisition in the prescribed form with the following particulars:(i) the date of the purchase or acquisition; (ii) the number of shares purchased or acquired; (iii) the number of shares cancelled; (iv) the number of shares held as treasury shares; (v) the company’s issued share capital before the purchase or acquisition; (vi) the company’s issued share capital after the purchase or acquisition; (vii) the amount of consideration paid by the company for the purchase or acquisition of the shares; (viii) whether the shares were purchased or acquired out of the profits or the capital of the company; (ix) such other particulars as may be required in the prescribed form; and (c) for the purposes of this section, shares are deemed to be purchased or acquired on the date on which the company would, apart from subsection (5), become entitled to exercise the rights attached to the shares.[36/2014] (10) Nothing in this section or in sections 76C to 76G is to be construed so as to limit or affect an order of the Court made under any section that requires a company to purchase or acquire its own shares. —(1) Despite section 76, a company may, in accordance with this section and sections 76C to 76G, purchase or otherwise acquire shares issued by it if it is expressly permitted to do so by its constitution.[36/2014] (2) This section and sections 76C to 76G apply to ordinary shares, stocks and preference shares. (3) The total number of ordinary shares and stocks in any class that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of ordinary shares and stocks of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E unless —(a) the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or (b) the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company.[36/2014] (3A) Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of ordinary shares and stocks of the company in any class is, despite subsection (3)(a) and (b), taken to be the total number of ordinary shares and stocks of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be. (3B) The total number of preference shares in any class which are not redeemable under section 70 that may be purchased or acquired by a company during the relevant period must not exceed 20% (or such other percentage as the Minister may by notification prescribe) of the total number of non‑redeemable preference shares of the company in that class ascertained as at the date of any resolution passed pursuant to section 76C, 76D, 76DA or 76E, unless —(a) the company has, at any time during the relevant period, reduced its share capital by a special resolution under section 78B or 78C; or (b) the Court has, at any time during the relevant period, made an order under section 78I approving the reduction of share capital of the company.[36/2014] (3C) Where a company has reduced its share capital by a special resolution under section 78B or 78C, or the Court has made an order under section 78I, the total number of non‑redeemable preference shares of the company in any class is, despite subsection (3B)(a) and (b), taken to be the total number of non‑redeemable preference shares of the company in that class as altered by the special resolution of the company or the order of the Court, as the case may be. (3D) There is no limit on the number of redeemable preference shares that may be purchased or acquired by a company during the relevant period. (3E) For the purposes of this section, any of the company’s ordinary shares held as treasury shares is to be disregarded. (4) In subsections (3), (3B) and (3D), “relevant period” means the period —(a) commencing from the date of a resolution passed pursuant to section 76C, 76D, 76DA or 76E (as the case may be); and (b) expiring on the date the next annual general meeting is or is required by law to be held, whichever is the earlier.[36/2014] (5) Ordinary shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are, unless held in treasury in accordance with section 76H, deemed to be cancelled immediately on purchase or acquisition. (5A) Preference shares that are purchased or acquired by a company pursuant to section 76C, 76D, 76DA or 76E are deemed to be cancelled immediately on purchase or acquisition. (6) On the cancellation of a share under subsection (5) or (5A), the rights and privileges attached to that share expire. (7) A private company may purchase or acquire any of its shares under section 76C, 76D, 76DA or 76E by lodging the following with the Registrar:(a) a copy of a resolution mentioned in section 76C, 76D, 76DA or 76E; (b) a notice of purchase or acquisition in the prescribed form with the following particulars:(i) the date of the purchase or acquisition; (ii) the number of shares purchased or acquired; (iii) the number of shares cancelled; (iv) the number of shares held as treasury shares; (v) the company’s issued share capital before the purchase or acquisition; (vi) the company’s issued share capital after the purchase or acquisition; (vii) the amount of consideration paid by the company for the purchase or acquisition of the shares; (viii) whether the shares were purchased or acquired out of the profits or the capital of the company; (ix) such other particulars as may be required in the prescribed form.[36/2014] (8) A purchase or acquisition by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (9) Where a public company purchases or acquires shares issued by it under section 76C, 76D, 76DA or 76E —(a) within 30 days after the passing of a resolution mentioned in section 76C, 76D, 76DA or 76E (as the case may be) the directors of the company must lodge with the Registrar a copy of the resolution; (b) within 30 days after the purchase or acquisition of the shares, the directors of the company must lodge a notice of purchase or acquisition in the prescribed form with the following particulars:(i) the date of the purchase or acquisition; (ii) the number of shares purchased or acquired; (iii) the number of shares cancelled; (iv) the number of shares held as treasury shares; (v) the company’s issued share capital before the purchase or acquisition; (vi) the company’s issued share capital after the purchase or acquisition; (vii) the amount of consideration paid by the company for the purchase or acquisition of the shares; (viii) whether the shares were purchased or acquired out of the profits or the capital of the company; (ix) such other particulars as may be required in the prescribed form; and (c) for the purposes of this section, shares are deemed to be purchased or acquired on the date on which the company would, apart from subsection (5), become entitled to exercise the rights attached to the shares.[36/2014] (10) Nothing in this section or in sections 76C to 76G is to be construed so as to limit or affect an order of the Court made under any section that requires a company to purchase or acquire its own shares.
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 section an off‑market purchase) if the purchase or acquisition is made in accordance with an equal access scheme authorised in advance by the company in general meeting.[36/2014; 4/2017] (2) The notice specifying the intention to propose the resolution to authorise an off‑market purchase must —(a) specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or acquired; (b) determine the maximum price which may be paid for the shares; (c) specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and (d) specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position.[36/2014] (3) The resolution authorising an off‑market purchase mentioned in subsection (2) must state the particulars referred to in subsection (2)(a), (b) and (c). (4) The authority for an off‑market purchase referred to in subsection (2) may, from time to time, be varied or revoked by the company in general meeting. (5) A resolution to confer or vary the authority for an off‑market purchase under this section may determine the maximum price for purchase or acquisition by —(a) specifying a particular sum; or (b) providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. (6) For the purposes of this section and sections 76D and 76DA, an “equal access scheme” means a scheme which satisfies all the following conditions:(a) the offers under the scheme are to be made to every person who holds shares to purchase or acquire the same percentage of their shares; (b) all of those persons have a reasonable opportunity to accept the offers made to them; (c) the terms of all the offers are the same except that there must be disregarded —(i) differences in consideration attributable to the fact that the offers relate to shares with different accrued dividend entitlements; (ii) differences in consideration attributable to the fact that the offers relate to shares with different amounts remaining unpaid; and (iii) differences in the offers introduced solely to ensure that each member is left with a whole number of shares. —(1) A company, whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, may make a purchase or acquisition of its own shares otherwise than on an approved exchange in Singapore or any securities exchange outside Singapore (called in this section an off‑market purchase) if the purchase or acquisition is made in accordance with an equal access scheme authorised in advance by the company in general meeting.[36/2014; 4/2017] (2) The notice specifying the intention to propose the resolution to authorise an off‑market purchase must —(a) specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or acquired; (b) determine the maximum price which may be paid for the shares; (c) specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and (d) specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position.[36/2014] (3) The resolution authorising an off‑market purchase mentioned in subsection (2) must state the particulars referred to in subsection (2)(a), (b) and (c). (4) The authority for an off‑market purchase referred to in subsection (2) may, from time to time, be varied or revoked by the company in general meeting. (5) A resolution to confer or vary the authority for an off‑market purchase under this section may determine the maximum price for purchase or acquisition by —(a) specifying a particular sum; or (b) providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. (6) For the purposes of this section and sections 76D and 76DA, an “equal access scheme” means a scheme which satisfies all the following conditions:(a) the offers under the scheme are to be made to every person who holds shares to purchase or acquire the same percentage of their shares; (b) all of those persons have a reasonable opportunity to accept the offers made to them; (c) the terms of all the offers are the same except that there must be disregarded —(i) differences in consideration attributable to the fact that the offers relate to shares with different accrued dividend entitlements; (ii) differences in consideration attributable to the fact that the offers relate to shares with different amounts remaining unpaid; and (iii) differences in the offers introduced solely to ensure that each member is left with a whole number of shares.
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 in advance under subsection (2).[36/2014] (2) The terms of the agreement for a selective off‑market purchase must be authorised by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons, and subsections (3) to (13) apply with respect to that authority and to resolutions conferring it. (2A) Where the shares that are the subject of a selective off‑market purchase mentioned in subsection (2) belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resolution mentioned in that subsection, obtain the consent of at least 75% of the holders of the shares of that class (but excluding any person whose shares are proposed to be purchased or acquired and the person’s associated persons) to the terms of the agreement for the selective off-market purchase.[Act 24 of 2025 wef 06/05/2026] (3) The notice specifying the intention to propose a special resolution to authorise an agreement for a selective off‑market purchase must —(a) specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and (b) specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position. (4) The special resolution authorising a selective off‑market purchase mentioned in subsection (2) must state the expiry date referred to in subsection (3)(a). (4A) If the special resolution mentioned in subsection (2) is proposed to be passed by written means under section 184A —(a) a person whose shares are proposed to be purchased or acquired or any of the person’s associated persons is not to be regarded as a member having the right to vote on the resolution at a general meeting of the company for the purposes of section 184A; (b) subsection (7) does not apply; but all documents referred to in this section must be given to all members having the right to vote on the resolution at a general meeting for the purposes of section 184A at or before the time —(i) agreement to the resolution is sought in accordance with section 184C; or (ii) documents referred to in section 183(3A) in respect of the resolution are served on or made accessible to them in accordance with section 183(3A), as the case may be. (5) The authority referred to in subsection (2) may, from time to time, be varied or revoked by a special resolution with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons. (5A) Where the shares that are the subject of the selective off‑market purchase belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resolution mentioned in subsection (5), obtain the consent of at least 75% of the holders of the shares of that class (but excluding any person whose shares are proposed to be purchased or acquired and the person’s associated persons) to the variation or revocation of the authority (referred to in subsection (2)) mentioned in subsection (5).[Act 24 of 2025 wef 06/05/2026] (6) For the purposes of subsections (2) and (5) —(a) a member or any of the member’s associated persons who holds any of the shares to which the resolution relates is regarded as exercising the voting rights carried by those shares not only if the member or person votes in respect of them on a poll on the question whether the resolution should be passed, but also if the member or person votes on the resolution otherwise than on a poll; (b) despite anything in the company’s constitution, any member of the company may demand a poll on that question; and (c) a vote and a demand for a poll by a person as proxy for a member or any of the member’s associated persons are the same respectively as a vote and a demand by the member.[36/2014] (7) The special resolution mentioned in subsection (2) is not effective for the purposes of this section unless (if the proposed agreement is in writing) a copy of the agreement or (if not) a written memorandum of its terms is available for inspection by members of the company both —(a) at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and (b) at the meeting itself. (8) A memorandum of terms so made available must include the names of any members holding shares to which the agreement relates and where a member holds such shares as nominee for another person, the name of that other person; and a copy of the agreement so made available must have annexed to it a written memorandum specifying any such names which do not appear in the agreement itself. (9) A company may agree to a variation of an existing agreement so approved, but only if the variation is authorised, before it is agreed to, by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons. (9A) Where the shares that are the subject of the selective off‑market purchase belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resolution mentioned in subsection (9), obtain the consent of at least 75% of the holders of the shares of that class (but excluding any person whose shares are proposed to be purchased or acquired and the person’s associated persons) to the variation of the existing agreement mentioned in subsection (9).[Act 24 of 2025 wef 06/05/2026] (10) Subsections (3) to (7) apply to the authority for a proposed variation as they apply to the authority for a proposed agreement except that a copy of the original agreement or (as the case may require) a memorandum of its terms, together with any variations previously made, must also be available for inspection in accordance with subsection (7). (11) The rights of a company under an agreement for a selective off‑market purchase approved under this section are not capable of being assigned except by order of the Court made pursuant to any provision of this Act or any other written law. (12) An agreement by a company to release its rights under an agreement for a selective off‑market purchase approved under this section is void unless the terms of the release agreement are approved in advance before the agreement is entered into by a special resolution of the company with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons; and subsections (3) to (7) apply to the approval for a proposed release agreement as they apply to authority for the proposed variation of an existing agreement. (12A) Where the shares that are the subject of the selective off‑market purchase belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resolution mentioned in subsection (12), obtain the consent of at least 75% of the holders of the shares of that class to the terms of the proposed release agreement mentioned in subsection (12).[Act 24 of 2025 wef 06/05/2026] (12B) To avoid doubt, the consent mentioned in subsection (2A), (5A), (9A) or (12A) includes, but is not limited to, consent given by a resolution passed at a meeting of the holders mentioned in that subsection.[Act 24 of 2025 wef 06/05/2026] (13) A resolution to confer or vary authority for a selective off‑market purchase under this section may determine the maximum price for purchase or acquisition by —(a) specifying a particular sum; or (b) providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. (14) In this section, “associated person”, in relation to a person, means —(a) the person’s spouse, child or stepchild; or (b) a person who would, by virtue of section 7(5), be treated as an associate of the firstmentioned person. —(1) A company may make a purchase or acquisition of its own shares otherwise than on a securities exchange and not in accordance with an equal access scheme (called in this section a selective off‑market purchase) if the purchase or acquisition is made in accordance with an agreement authorised in advance under subsection (2).[36/2014] (2) The terms of the agreement for a selective off‑market purchase must be authorised by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons, and subsections (3) to (13) apply with respect to that authority and to resolutions conferring it. (2A) Where the shares that are the subject of a selective off‑market purchase mentioned in subsection (2) belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resolution mentioned in that subsection, obtain the consent of at least 75% of the holders of the shares of that class (but excluding any person whose shares are proposed to be purchased or acquired and the person’s associated persons) to the terms of the agreement for the selective off-market purchase.[Act 24 of 2025 wef 06/05/2026] (3) The notice specifying the intention to propose a special resolution to authorise an agreement for a selective off‑market purchase must —(a) specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and (b) specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position. (4) The special resolution authorising a selective off‑market purchase mentioned in subsection (2) must state the expiry date referred to in subsection (3)(a). (4A) If the special resolution mentioned in subsection (2) is proposed to be passed by written means under section 184A —(a) a person whose shares are proposed to be purchased or acquired or any of the person’s associated persons is not to be regarded as a member having the right to vote on the resolution at a general meeting of the company for the purposes of section 184A; (b) subsection (7) does not apply; but all documents referred to in this section must be given to all members having the right to vote on the resolution at a general meeting for the purposes of section 184A at or before the time —(i) agreement to the resolution is sought in accordance with section 184C; or (ii) documents referred to in section 183(3A) in respect of the resolution are served on or made accessible to them in accordance with section 183(3A), as the case may be. (5) The authority referred to in subsection (2) may, from time to time, be varied or revoked by a special resolution with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons. (5A) Where the shares that are the subject of the selective off‑market purchase belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resolution mentioned in subsection (5), obtain the consent of at least 75% of the holders of the shares of that class (but excluding any person whose shares are proposed to be purchased or acquired and the person’s associated persons) to the variation or revocation of the authority (referred to in subsection (2)) mentioned in subsection (5).[Act 24 of 2025 wef 06/05/2026] (6) For the purposes of subsections (2) and (5) —(a) a member or any of the member’s associated persons who holds any of the shares to which the resolution relates is regarded as exercising the voting rights carried by those shares not only if the member or person votes in respect of them on a poll on the question whether the resolution should be passed, but also if the member or person votes on the resolution otherwise than on a poll; (b) despite anything in the company’s constitution, any member of the company may demand a poll on that question; and (c) a vote and a demand for a poll by a person as proxy for a member or any of the member’s associated persons are the same respectively as a vote and a demand by the member.[36/2014] (7) The special resolution mentioned in subsection (2) is not effective for the purposes of this section unless (if the proposed agreement is in writing) a copy of the agreement or (if not) a written memorandum of its terms is available for inspection by members of the company both —(a) at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and (b) at the meeting itself. (8) A memorandum of terms so made available must include the names of any members holding shares to which the agreement relates and where a member holds such shares as nominee for another person, the name of that other person; and a copy of the agreement so made available must have annexed to it a written memorandum specifying any such names which do not appear in the agreement itself. (9) A company may agree to a variation of an existing agreement so approved, but only if the variation is authorised, before it is agreed to, by a special resolution of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons. (9A) Where the shares that are the subject of the selective off‑market purchase belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resolution mentioned in subsection (9), obtain the consent of at least 75% of the holders of the shares of that class (but excluding any person whose shares are proposed to be purchased or acquired and the person’s associated persons) to the variation of the existing agreement mentioned in subsection (9).[Act 24 of 2025 wef 06/05/2026] (10) Subsections (3) to (7) apply to the authority for a proposed variation as they apply to the authority for a proposed agreement except that a copy of the original agreement or (as the case may require) a memorandum of its terms, together with any variations previously made, must also be available for inspection in accordance with subsection (7). (11) The rights of a company under an agreement for a selective off‑market purchase approved under this section are not capable of being assigned except by order of the Court made pursuant to any provision of this Act or any other written law. (12) An agreement by a company to release its rights under an agreement for a selective off‑market purchase approved under this section is void unless the terms of the release agreement are approved in advance before the agreement is entered into by a special resolution of the company with no votes being cast by any person whose shares are proposed to be purchased or acquired or by the person’s associated persons; and subsections (3) to (7) apply to the approval for a proposed release agreement as they apply to authority for the proposed variation of an existing agreement. (12A) Where the shares that are the subject of the selective off‑market purchase belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resolution mentioned in subsection (12), obtain the consent of at least 75% of the holders of the shares of that class to the terms of the proposed release agreement mentioned in subsection (12).[Act 24 of 2025 wef 06/05/2026] (12B) To avoid doubt, the consent mentioned in subsection (2A), (5A), (9A) or (12A) includes, but is not limited to, consent given by a resolution passed at a meeting of the holders mentioned in that subsection.[Act 24 of 2025 wef 06/05/2026] (13) A resolution to confer or vary authority for a selective off‑market purchase under this section may determine the maximum price for purchase or acquisition by —(a) specifying a particular sum; or (b) providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. (14) In this section, “associated person”, in relation to a person, means —(a) the person’s spouse, child or stepchild; or (b) a person who would, by virtue of section 7(5), be treated as an associate of the firstmentioned person.
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 special resolution of the company.[36/2014; 4/2017] (2) Subject to subsection (3), the authority under subsection (1) may, from time to time, be varied or revoked by a special resolution of the company. (3) The notice specifying the intention to propose a special resolution to authorise a contingent purchase contract must specify a date on which the authority is to expire and that date must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier. (4) The special resolution mentioned in subsection (1) is invalid for the purposes of this section unless a copy of the proposed contingent purchase contract is available for inspection by members of the company —(a) at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and (b) at the meeting itself. (5) A company may agree to a variation of an existing contingent purchase contract so approved if, and only if, the variation is authorised, before it is agreed to, by a special resolution of the company. (6) Subsections (2), (3) and (4) apply to the authority for a proposed variation as they apply to the authority for a proposed contingent purchase contract, except that a copy of the original contract, together with any variations previously made, must also be available for inspection in accordance with subsection (4). (7) The company may only make an offer to enter into a contingent purchase contract in accordance with all of the following conditions:(a) the offer must be made to every person who holds shares of the same class in the company; (b) the number of shares that a company is obliged or entitled to purchase or acquire under the contract from any person, in relation to the total number of shares of the same class held by that person, must be of the same proportion for every person who holds shares of that class to whom the offer is made; (c) the terms of all offers in respect of each class of shares must be the same. (8) To avoid doubt, the company may purchase or acquire shares under a contingent purchase contract from any person whether or not the offer to enter into the contract was originally made to the person. (9) In this section, “contingent purchase contract” means a contract entered into by a company and relating to any of its shares —(a) which does not amount to a contract to purchase or acquire those shares; but (b) under which the company may (subject to any condition) become entitled or obliged to purchase or acquire those shares. —(1) A company may, whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, make a purchase or acquisition of its own shares under a contingent purchase contract if the proposed contingent purchase contract is authorised in advance by a special resolution of the company.[36/2014; 4/2017] (2) Subject to subsection (3), the authority under subsection (1) may, from time to time, be varied or revoked by a special resolution of the company. (3) The notice specifying the intention to propose a special resolution to authorise a contingent purchase contract must specify a date on which the authority is to expire and that date must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier. (4) The special resolution mentioned in subsection (1) is invalid for the purposes of this section unless a copy of the proposed contingent purchase contract is available for inspection by members of the company —(a) at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and (b) at the meeting itself. (5) A company may agree to a variation of an existing contingent purchase contract so approved if, and only if, the variation is authorised, before it is agreed to, by a special resolution of the company. (6) Subsections (2), (3) and (4) apply to the authority for a proposed variation as they apply to the authority for a proposed contingent purchase contract, except that a copy of the original contract, together with any variations previously made, must also be available for inspection in accordance with subsection (4). (7) The company may only make an offer to enter into a contingent purchase contract in accordance with all of the following conditions:(a) the offer must be made to every person who holds shares of the same class in the company; (b) the number of shares that a company is obliged or entitled to purchase or acquire under the contract from any person, in relation to the total number of shares of the same class held by that person, must be of the same proportion for every person who holds shares of that class to whom the offer is made; (c) the terms of all offers in respect of each class of shares must be the same. (8) To avoid doubt, the company may purchase or acquire shares under a contingent purchase contract from any person whether or not the offer to enter into the contract was originally made to the person. (9) In this section, “contingent purchase contract” means a contract entered into by a company and relating to any of its shares —(a) which does not amount to a contract to purchase or acquire those shares; but (b) under which the company may (subject to any condition) become entitled or obliged to purchase or acquire those shares.
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 resolution to authorise a market purchase must —(a) specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or acquired; (b) determine the maximum price which may be paid for the shares; (c) specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and (d) specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position.[36/2014] (3) The authority for a market purchase may be unconditional or subject to conditions and must state the particulars referred to in subsection (2)(a), (b) and (c). (4) The authority for a market purchase may, from time to time, be varied or revoked by the company in general meeting but the variation must comply with subsections (2) and (3). (5) A resolution to confer or vary authority for a market purchase under this section may determine the maximum price for purchase or acquisition by —(a) specifying a particular sum; or (b) providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. —(1) A company must not make a purchase or acquisition of its own shares on a securities exchange (called in this section a market purchase) unless the purchase or acquisition has been authorised in advance by the company in general meeting. (2) The notice specifying the intention to propose the resolution to authorise a market purchase must —(a) specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or acquired; (b) determine the maximum price which may be paid for the shares; (c) specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and (d) specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position.[36/2014] (3) The authority for a market purchase may be unconditional or subject to conditions and must state the particulars referred to in subsection (2)(a), (b) and (c). (4) The authority for a market purchase may, from time to time, be varied or revoked by the company in general meeting but the variation must comply with subsections (2) and (3). (5) A resolution to confer or vary authority for a market purchase under this section may determine the maximum price for purchase or acquisition by —(a) specifying a particular sum; or (b) providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion.
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 company’s obligations with respect to the purchase or acquisition of any of its own shares under an agreement approved under section 76D or 76DA, may be made out of the company’s capital or profits so long as the company is solvent. (1A) A payment referred to in subsection (1)(a) includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition by the company of its own shares.[36/2014] (2) If the requirements in subsection (1) are not satisfied in relation to an agreement —(a) in a case within subsection (1)(a) — no purchase or acquisition by the company of its own shares pursuant to that agreement is lawful; (b) in a case within subsection (1)(b) — no such purchase or acquisition following the variation is lawful; and (c) in a case within subsection (1)(c) — the purported release is void. (3) Every director or chief executive officer of a company who approves or authorises, the purchase or acquisition of the company’s own shares or the release of obligations, knowing that the company is not solvent shall, without affecting any other liability, be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years.[36/2014] (4) For the purposes of this section, a company is solvent if at the date of the payment mentioned in subsection (1) the following conditions are satisfied:(a) there is no ground on which the company could be found to be unable to pay its debts; (b) if —(i) it is intended to commence winding up of the company within the period of 12 months immediately after the date of the payment, the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or (ii) it is not intended so to commence winding up, the company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of the payment; (c) the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed purchase, acquisition, variation or release (as the case may be), become less than the value of its liabilities (including contingent liabilities).[36/2014] —(1) A payment made by a company in consideration of —(a) acquiring any right with respect to the purchase or acquisition of its own shares in accordance with section 76C, 76D, 76DA or 76E; (b) the variation of an agreement approved under section 76D or 76DA; or (c) the release of any of the company’s obligations with respect to the purchase or acquisition of any of its own shares under an agreement approved under section 76D or 76DA, may be made out of the company’s capital or profits so long as the company is solvent. (1A) A payment referred to in subsection (1)(a) includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition by the company of its own shares.[36/2014] (2) If the requirements in subsection (1) are not satisfied in relation to an agreement —(a) in a case within subsection (1)(a) — no purchase or acquisition by the company of its own shares pursuant to that agreement is lawful; (b) in a case within subsection (1)(b) — no such purchase or acquisition following the variation is lawful; and (c) in a case within subsection (1)(c) — the purported release is void. (3) Every director or chief executive officer of a company who approves or authorises, the purchase or acquisition of the company’s own shares or the release of obligations, knowing that the company is not solvent shall, without affecting any other liability, be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years.[36/2014] (4) For the purposes of this section, a company is solvent if at the date of the payment mentioned in subsection (1) the following conditions are satisfied:(a) there is no ground on which the company could be found to be unable to pay its debts; (b) if —(i) it is intended to commence winding up of the company within the period of 12 months immediately after the date of the payment, the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or (ii) it is not intended so to commence winding up, the company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of the payment; (c) the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed purchase, acquisition, variation or release (as the case may be), become less than the value of its liabilities (including contingent liabilities).[36/2014]
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 its profits where the shares were purchased or acquired out of the profits of the company; or (c) reduce the amount of its share capital and profits proportionately where the shares were purchased or acquired out of both the capital and the profits of the company, by the total amount of the purchase price paid by the company for the shares cancelled. [36/2014] (2) For the purpose of subsection (1), the total amount of the purchase price referred to in that subsection includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition of the shares of a company which is paid out of the company’s capital or profits under section 76F(1).[36/2014] —(1) Where under section 76C, 76D, 76DA or 76E, shares of a company are purchased or acquired, and cancelled under section 76B(5), the company must —(a) reduce the amount of its share capital where the shares were purchased or acquired out of the capital of the company; (b) reduce the amount of its profits where the shares were purchased or acquired out of the profits of the company; or (c) reduce the amount of its share capital and profits proportionately where the shares were purchased or acquired out of both the capital and the profits of the company, by the total amount of the purchase price paid by the company for the shares cancelled. [36/2014] (2) For the purpose of subsection (1), the total amount of the purchase price referred to in that subsection includes any expenses (including brokerage or commission) incurred directly in the purchase or acquisition of the shares of a company which is paid out of the company’s capital or profits under section 76F(1).[36/2014]
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 stocks are held under subsection (1)(a) then, for the purposes of section 190 (Register and index of members) and section 196A (Electronic register of members), the company must be entered in the register as the member holding those shares or stocks.[36/2014] —(1) Where ordinary shares or stocks are purchased or otherwise acquired by a company in accordance with sections 76B to 76G, the company may —(a) hold the shares or stocks (or any of them); or (b) deal with any of them, at any time, in accordance with section 76K. (2) Where ordinary shares or stocks are held under subsection (1)(a) then, for the purposes of section 190 (Register and index of members) and section 196A (Electronic register of members), the company must be entered in the register as the member holding those shares or stocks.[36/2014]
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 number of the shares of any class held as treasury shares must not at any time exceed 10% of the total number of the shares in that class at that time. (3) Where subsection (1) or (2) is contravened by a company, the company must dispose of or cancel the excess shares in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow. (4) In subsection (3), “the excess shares” means such number of the shares, held by the company as treasury shares at the time in question, as resulted in the limit being exceeded. —(1) Where a company has shares of only one class, the aggregate number of shares held as treasury shares must not at any time exceed 10% of the total number of shares of the company at that time. (2) Where the share capital of a company is divided into shares of different classes, the aggregate number of the shares of any class held as treasury shares must not at any time exceed 10% of the total number of the shares in that class at that time. (3) Where subsection (1) or (2) is contravened by a company, the company must dispose of or cancel the excess shares in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow. (4) In subsection (3), “the excess shares” means such number of the shares, held by the company as treasury shares at the time in question, as resulted in the limit being exceeded.
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 at meetings (including meetings under section 210) and for the purposes of this Act, the company is to be treated as having no right to vote and the treasury shares are to be treated as having no voting rights. (4) No dividend may be paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding up) may be made, to the company in respect of the treasury shares. (5) Nothing in this section is to be taken as preventing —(a) an allotment of shares as fully paid bonus shares in respect of the treasury shares; or (b) the subdivision or consolidation of any treasury share into treasury shares of a greater or smaller number, if the total value of the treasury shares after the subdivision or consolidation is the same as the total value of the treasury share before the subdivision or consolidation, as the case may be.[36/2014] (6) Any shares allotted as fully paid bonus shares in respect of the treasury shares are to be treated for the purposes of this Act as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied. —(1) This section applies to shares which are held by a company as treasury shares. (2) The company must not exercise any right in respect of the treasury shares and any purported exercise of such a right is void. (3) The rights to which subsection (2) applies include any right to attend or vote at meetings (including meetings under section 210) and for the purposes of this Act, the company is to be treated as having no right to vote and the treasury shares are to be treated as having no voting rights. (4) No dividend may be paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding up) may be made, to the company in respect of the treasury shares. (5) Nothing in this section is to be taken as preventing —(a) an allotment of shares as fully paid bonus shares in respect of the treasury shares; or (b) the subdivision or consolidation of any treasury share into treasury shares of a greater or smaller number, if the total value of the treasury shares after the subdivision or consolidation is the same as the total value of the treasury share before the subdivision or consolidation, as the case may be.[36/2014] (6) Any shares allotted as fully paid bonus shares in respect of the treasury shares are to be treated for the purposes of this Act as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied.
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, directors or other persons; (c) transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; (d) cancel the shares (or any of them); or (e) sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.[36/2014] (1A) A private company may cancel or dispose of treasury shares pursuant to subsection (1) by lodging a prescribed notice of the cancellation or disposal of treasury shares with the Registrar together with the prescribed fee.[36/2014] (1B) A cancellation or disposal of treasury shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (1C) Where shares are held by a public company as treasury shares, the company may at any time —(a) sell the shares (or any of them) for cash; (b) transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for its employees, directors or other persons; (c) transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; (d) cancel the shares (or any of them); or (e) sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.[36/2014] (1D) Where a public company cancels or disposes treasury shares in accordance with subsection (1C), the directors of the company must lodge with the Registrar a prescribed notice of the cancellation or disposal of treasury shares together with the prescribed fee within 30 days after the cancellation or disposal of treasury shares.[36/2014] (2) In subsections (1)(a) and (1C)(a), “cash”, in relation to a sale of shares by a company, means —(a) cash (including foreign currency) received by the company; (b) a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid; (c) a release of a liability of the company for a liquidated sum; or (d) an undertaking to pay cash to the company on or before a date not more than 90 days after the date on which the company agrees to sell the shares.[36/2014] (3) But if the company receives a notice under section 215 (Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority) that a person desires to acquire any of the shares, the company must not, under subsection (1) or (1C) (as the case may be), sell or transfer the shares to which the notice relates except to that person.[36/2014] (4) The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) or (1C) (as the case may be) without complying with section 78B (Reduction of share capital by private company), 78C (Reduction of share capital by public company) or 78I (Court order approving reduction).[36/2014] —(1) Subject to subsection (1A), where shares are held by a private company as treasury shares, the company may at any time —(a) sell the shares (or any of them) for cash; (b) transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for employees, directors or other persons; (c) transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; (d) cancel the shares (or any of them); or (e) sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.[36/2014] (1A) A private company may cancel or dispose of treasury shares pursuant to subsection (1) by lodging a prescribed notice of the cancellation or disposal of treasury shares with the Registrar together with the prescribed fee.[36/2014] (1B) A cancellation or disposal of treasury shares by a private company on or after 3 January 2016 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).[36/2014] (1C) Where shares are held by a public company as treasury shares, the company may at any time —(a) sell the shares (or any of them) for cash; (b) transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for its employees, directors or other persons; (c) transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; (d) cancel the shares (or any of them); or (e) sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.[36/2014] (1D) Where a public company cancels or disposes treasury shares in accordance with subsection (1C), the directors of the company must lodge with the Registrar a prescribed notice of the cancellation or disposal of treasury shares together with the prescribed fee within 30 days after the cancellation or disposal of treasury shares.[36/2014] (2) In subsections (1)(a) and (1C)(a), “cash”, in relation to a sale of shares by a company, means —(a) cash (including foreign currency) received by the company; (b) a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid; (c) a release of a liability of the company for a liquidated sum; or (d) an undertaking to pay cash to the company on or before a date not more than 90 days after the date on which the company agrees to sell the shares.[36/2014] (3) But if the company receives a notice under section 215 (Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority) that a person desires to acquire any of the shares, the company must not, under subsection (1) or (1C) (as the case may be), sell or transfer the shares to which the notice relates except to that person.[36/2014] (4) The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) or (1C) (as the case may be) without complying with section 78B (Reduction of share capital by private company), 78C (Reduction of share capital by public company) or 78I (Court order approving reduction).[36/2014]
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 which enables any employee of that company or its related corporation (including any director holding a salaried office or employment in that company or corporation) to take up unissued shares of the company after a period of 10 years has elapsed from the date on which the option was granted is void and subsection (1) does not apply to such an option. (2) Subsection (1) or (1A) does not apply in any case where the holders of debentures have an option to take up shares of the company by way of redemption of the debentures. —(1) An option granted after 29 December 1967 by a public company which enables any person to take up unissued shares of the company after a period of 5 years has elapsed from the date on which the option was granted is void. (1A) An option granted on or after 18 November 1998 by a public company which enables any employee of that company or its related corporation (including any director holding a salaried office or employment in that company or corporation) to take up unissued shares of the company after a period of 10 years has elapsed from the date on which the option was granted is void and subsection (1) does not apply to such an option. (2) Subsection (1) or (1A) does not apply in any case where the holders of debentures have an option to take up shares of the company by way of redemption of the debentures.
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 treasury shares) as is for the time being paid up and charge the interest so paid to capital as part of the cost of the construction or provision but —(a) no such payment may be made unless it is authorised, by the constitution or by special resolution, and is approved by the Court; (b) before approving any such payment, the Court may at the expense of the company appoint a person to inquire and report as to the circumstances of the case, and may require the company to give security for the payment of the costs of the inquiry; (c) the payment is to be made only for such period as is determined by the Court, but in no case extending beyond a period of 12 months after the works or buildings have been actually completed or the plant provided; (d) the rate of interest must in no case exceed 5% per annum or such other rate as is for the time being prescribed; and (e) the payment of the interest does not operate as a reduction of the amount paid up on the shares in respect of which it is paid.[36/2014]
Provisions on this page are reproduced verbatim from official open data. See the attribution line.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.