Application and interpretation of Division
79.—(1) This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act.(2) A reference to a company is a reference —(a)
[Deleted by Act 2 of 2009]
(b)
to a body corporate, being a body incorporated in Singapore, that is for the time being declared by the Minister, by notification in the Gazette, to be a company for the purposes of this Division; or
(c)
to a body, not being a body corporate formed in Singapore, that is for the time being declared by the Minister, by notification in the Gazette, to be a company for the purposes of this Division.[2/2009]
(3) In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock is deemed to be an interest in an issued share in the company having attached to it the same rights as are attached to that stock.
(4) A reference in the definition of “voting share” in section 4(1) to a body corporate includes a reference to a body referred to in subsection (2)(c).
—(1) This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act.
(2) A reference to a company is a reference —(a)
[Deleted by Act 2 of 2009]
(b)
to a body corporate, being a body incorporated in Singapore, that is for the time being declared by the Minister, by notification in the Gazette, to be a company for the purposes of this Division; or
(c)
to a body, not being a body corporate formed in Singapore, that is for the time being declared by the Minister, by notification in the Gazette, to be a company for the purposes of this Division.[2/2009]
(3) In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock is deemed to be an interest in an issued share in the company having attached to it the same rights as are attached to that stock.
(4) A reference in the definition of “voting share” in section 4(1) to a body corporate includes a reference to a body referred to in subsection (2)(c).
Persons obliged to comply with Division
80.—(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate, whether incorporated or carrying on business in Singapore or not.(2) This Division extends to acts done or omitted to be done outside Singapore.
(3) The Minister may, by order in the Gazette, exempt any person or any class of persons from all or any of the provisions of this Division, subject to such terms or conditions as may be prescribed.
—(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate, whether incorporated or carrying on business in Singapore or not.
(2) This Division extends to acts done or omitted to be done outside Singapore.
(3) The Minister may, by order in the Gazette, exempt any person or any class of persons from all or any of the provisions of this Division, subject to such terms or conditions as may be prescribed.
Substantial shareholdings and substantial shareholders
81.—(1) For the purposes of this Division, a person has a substantial shareholding in a company if —(a)
the person has an interest or interests in one or more voting shares in the company; and
(b)
the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares in the company.
(2) For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into 2 or more classes of shares, if —(a)
the person has an interest or interests in one or more voting shares included in one of those classes; and
(b)
the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares included in that class.
(3) For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company.
(4) In this section and section 83, “voting shares” exclude treasury shares.
—(1) For the purposes of this Division, a person has a substantial shareholding in a company if —(a)
the person has an interest or interests in one or more voting shares in the company; and
(b)
the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares in the company.
(2) For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into 2 or more classes of shares, if —(a)
the person has an interest or interests in one or more voting shares included in one of those classes; and
(b)
the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares included in that class.
(3) For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company.
(4) In this section and section 83, “voting shares” exclude treasury shares.
Substantial shareholder to notify company of interests
82.—(1) A person who is a substantial shareholder in a company must give written notice to the company stating the person’s name and address and full particulars (including, unless the interest or interests cannot be related to a particular share or shares, the name of the person who is registered as the holder) of the voting shares in the company in which the person has an interest or interests and full particulars of each such interest and of the circumstances by reason of which the person has that interest.(2) The notice must be given —(a)
if the person was a substantial shareholder on 1 October 1971 — within one month after that date; or
(b)
if the person became a substantial shareholder after that date — within 2 business days after becoming a substantial shareholder.
(3) The notice must be so given even though the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) is applicable.
—(1) A person who is a substantial shareholder in a company must give written notice to the company stating the person’s name and address and full particulars (including, unless the interest or interests cannot be related to a particular share or shares, the name of the person who is registered as the holder) of the voting shares in the company in which the person has an interest or interests and full particulars of each such interest and of the circumstances by reason of which the person has that interest.
(2) The notice must be given —(a)
if the person was a substantial shareholder on 1 October 1971 — within one month after that date; or
(b)
if the person became a substantial shareholder after that date — within 2 business days after becoming a substantial shareholder.
(3) The notice must be so given even though the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) is applicable.
Substantial shareholder to notify company of change in interests
83.—(1) Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a company in voting shares in the company, the substantial shareholder must give written notice to the company stating the information specified in subsection (2) within 2 business days after the substantial shareholder becomes aware of such a change.(2) The information referred to in subsection (1) is —(a)
the name and address of the substantial shareholder;
(b)
the date of the change and the circumstances leading to that change; and
(c)
such other particulars as may be prescribed.
(3) In subsection (1), “percentage level”, in relation to a substantial shareholder, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has an interest or interests immediately before or (as the case may be) immediately after the relevant time as a percentage of the total votes attached to —(a)
all the voting shares in the company; or
(b)
where the share capital of the company is divided into 2 or more classes of shares, all the voting shares included in the class concerned,
and, if it is not a whole number, rounding that figure down to the next whole number.
—(1) Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a company in voting shares in the company, the substantial shareholder must give written notice to the company stating the information specified in subsection (2) within 2 business days after the substantial shareholder becomes aware of such a change.
(2) The information referred to in subsection (1) is —(a)
the name and address of the substantial shareholder;
(b)
the date of the change and the circumstances leading to that change; and
(c)
such other particulars as may be prescribed.
(3) In subsection (1), “percentage level”, in relation to a substantial shareholder, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has an interest or interests immediately before or (as the case may be) immediately after the relevant time as a percentage of the total votes attached to —(a)
all the voting shares in the company; or
(b)
where the share capital of the company is divided into 2 or more classes of shares, all the voting shares included in the class concerned,
and, if it is not a whole number, rounding that figure down to the next whole number.
Person who ceases to be substantial shareholder to notify company
84.—(1) A person who ceases to be a substantial shareholder in a company must give written notice to the company stating the person’s name and the date on which the person ceased to be a substantial shareholder and full particulars of the circumstances by reason of which the person ceased to be a substantial shareholder.(2) The notice must be given within 2 business days after the person ceased to be a substantial shareholder.
—(1) A person who ceases to be a substantial shareholder in a company must give written notice to the company stating the person’s name and the date on which the person ceased to be a substantial shareholder and full particulars of the circumstances by reason of which the person ceased to be a substantial shareholder.
(2) The notice must be given within 2 business days after the person ceased to be a substantial shareholder.
References to operation of section 7
85. The circumstances required to be stated in the notice under section 82, 83 or 84 include circumstances by reason of which, having regard to section 7 —(a)
a person has an interest in voting shares;
(b)
a change has occurred in an interest in voting shares; or
(c)
a person has ceased to be a substantial shareholder in a company,
respectively.
Persons holding shares as trustees
86.—(1) A person who holds voting shares in a company, being voting shares in which a non‑resident has an interest, must give to the non‑resident a notice in the prescribed form as to the requirements of this Division.(2) The notice must be given —(a)
if the firstmentioned person holds the shares on 1 October 1971 — within 14 days after that date; or
(b)
if the firstmentioned person did not hold the shares on that date — within 2 days after becoming the holder of the shares.
(2A) This section does not apply to the Depository as the registered holder of a company’s shares.[36/2014]
(3) In this section, “non‑resident” means a person who is not resident in Singapore or a body corporate that is not incorporated in Singapore.
(4) Nothing in this section affects the operation of section 80.
—(1) A person who holds voting shares in a company, being voting shares in which a non‑resident has an interest, must give to the non‑resident a notice in the prescribed form as to the requirements of this Division.
(2) The notice must be given —(a)
if the firstmentioned person holds the shares on 1 October 1971 — within 14 days after that date; or
(b)
if the firstmentioned person did not hold the shares on that date — within 2 days after becoming the holder of the shares.
(2A) This section does not apply to the Depository as the registered holder of a company’s shares.[36/2014]
(3) In this section, “non‑resident” means a person who is not resident in Singapore or a body corporate that is not incorporated in Singapore.
(4) Nothing in this section affects the operation of section 80.
Registrar may extend time for giving notice under this Division
87. The Registrar may, on the application of a person who is required to give a notice under this Division, in the Registrar’s discretion, extend, or further extend, the time for giving the notice.
Company to keep register of substantial shareholders
88.—(1) A company must keep a register in which it must immediately enter —(a)
in alphabetical order the names of persons from whom it has received a notice under section 82; and
(b)
against each name so entered, the information given in the notice and, where it receives a notice under section 83 or 84, the information given in that notice.
(2) The register must be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in Singapore and must be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the company requires.
(3) A person may request the company to furnish the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company must send the copy to that person, within 14 days or such longer period as the Registrar thinks fit, after the day on which the request is received by the company.
(4) The Registrar may at any time in writing require the company to furnish the Registrar with a copy of the register or any part of the register and the company must furnish the copy within 7 days after the day on which the requirement is received by the company.
(5) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction.
(6) A company is not, by reason of anything done under this Division —(a)
to be taken for any purpose to have notice of; or
(b)
to be put upon inquiry as to,
a right of a person to or in relation to a share in the company.
—(1) A company must keep a register in which it must immediately enter —(a)
in alphabetical order the names of persons from whom it has received a notice under section 82; and
(b)
against each name so entered, the information given in the notice and, where it receives a notice under section 83 or 84, the information given in that notice.
(2) The register must be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in Singapore and must be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the company requires.
(3) A person may request the company to furnish the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company must send the copy to that person, within 14 days or such longer period as the Registrar thinks fit, after the day on which the request is received by the company.
(4) The Registrar may at any time in writing require the company to furnish the Registrar with a copy of the register or any part of the register and the company must furnish the copy within 7 days after the day on which the requirement is received by the company.
(5) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction.
(6) A company is not, by reason of anything done under this Division —(a)
to be taken for any purpose to have notice of; or
(b)
to be put upon inquiry as to,
a right of a person to or in relation to a share in the company.
Offences against certain sections
89. A person who fails to comply with section 82, 83, 84 or 86 shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction.
Defence to prosecutions
90.—(1) It is a defence to a prosecution for failing to comply with section 82, 83, 84 or 86 if the defendant proves that the defendant’s failure was due to the defendant not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —(a)
the defendant was not so aware on the date of the summons; or
(b)
the defendant became so aware less than 7 days before the date of the summons.
(2) For the purposes of subsection (1), a person is conclusively presumed to have been aware of a fact or occurrence at a particular time —(a)
of which the person would, if the person had acted with reasonable diligence in the conduct of the person’s affairs, have been aware at that time; or
(b)
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her master’s or principal’s interest or interests in a share or shares in the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master’s or principal’s affairs, have been aware at that time.
—(1) It is a defence to a prosecution for failing to comply with section 82, 83, 84 or 86 if the defendant proves that the defendant’s failure was due to the defendant not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —(a)
the defendant was not so aware on the date of the summons; or
(b)
the defendant became so aware less than 7 days before the date of the summons.
(2) For the purposes of subsection (1), a person is conclusively presumed to have been aware of a fact or occurrence at a particular time —(a)
of which the person would, if the person had acted with reasonable diligence in the conduct of the person’s affairs, have been aware at that time; or
(b)
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her master’s or principal’s interest or interests in a share or shares in the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master’s or principal’s affairs, have been aware at that time.
Powers of Court with respect to defaulting substantial shareholders
91.—(1) Where a person is a substantial shareholder, or at any time after 1 October 1971 has been a substantial shareholder in a company and has failed to comply with section 82, 83 or 84, the Court may, on the application of the Minister, whether or not that failure still continues, make one or more of the following orders:(a)
an order restraining the person from disposing of any interest in shares in the company in which the person is or has been a substantial shareholder;
(b)
an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in paragraph (a) from disposing of any interest in those shares;
(c)
an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest;
(d)
an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest;
(e)
an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest;
(f)
an order directing the company not to register the transfer or transmission of specified shares;
(g)
an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded;
(h)
for the purposes of securing compliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing a specified act.
(2) Any order made under this section may include such ancillary or consequential provisions as the Court thinks just.
(3) An order made under this section directing the sale of a share may provide that the sale must be made within such time and subject to such conditions (if any) as the Court thinks fit, including, if the Court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial shareholder in the company.
(4) The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share vests in the Registrar.
(5) The Court must, before making an order under this section and in determining the terms of such an order, satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.
(6) The Court must not make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied —(a)
that the failure of the substantial shareholder to comply as mentioned in subsection (1) was due to the substantial shareholder’s inadvertence or mistake or to the substantial shareholder not being aware of a relevant fact or occurrence; and
(b)
that in all the circumstances, the failure ought to be excused.
(7) The Court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both.
(8) The Court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.
(9) Section 214 of the Insolvency, Restructuring and Dissolution Act 2018 applies in relation to a share that vests in the Registrar under this section as it applies in relation to an estate or interest in property vested in the Official Receiver under the firstmentioned section.[40/2018]
(10) Any person who contravenes or fails to comply with an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and, in the case of a continuing offence, to a further fine of $500 for every day during which the offence continues after conviction.
(11) Subsection (10) does not affect the powers of the Court in relation to the punishment of contempt of the Court.
—(1) Where a person is a substantial shareholder, or at any time after 1 October 1971 has been a substantial shareholder in a company and has failed to comply with section 82, 83 or 84, the Court may, on the application of the Minister, whether or not that failure still continues, make one or more of the following orders:(a)
an order restraining the person from disposing of any interest in shares in the company in which the person is or has been a substantial shareholder;
(b)
an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in paragraph (a) from disposing of any interest in those shares;
(c)
an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest;
(d)
an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest;
(e)
an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest;
(f)
an order directing the company not to register the transfer or transmission of specified shares;
(g)
an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded;
(h)
for the purposes of securing compliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing a specified act.
(2) Any order made under this section may include such ancillary or consequential provisions as the Court thinks just.
(3) An order made under this section directing the sale of a share may provide that the sale must be made within such time and subject to such conditions (if any) as the Court thinks fit, including, if the Court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial shareholder in the company.
(4) The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share vests in the Registrar.
(5) The Court must, before making an order under this section and in determining the terms of such an order, satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.
(6) The Court must not make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied —(a)
that the failure of the substantial shareholder to comply as mentioned in subsection (1) was due to the substantial shareholder’s inadvertence or mistake or to the substantial shareholder not being aware of a relevant fact or occurrence; and
(b)
that in all the circumstances, the failure ought to be excused.
(7) The Court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both.
(8) The Court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.
(9) Section 214 of the Insolvency, Restructuring and Dissolution Act 2018 applies in relation to a share that vests in the Registrar under this section as it applies in relation to an estate or interest in property vested in the Official Receiver under the firstmentioned section.[40/2018]
(10) Any person who contravenes or fails to comply with an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and, in the case of a continuing offence, to a further fine of $500 for every day during which the offence continues after conviction.
(11) Subsection (10) does not affect the powers of the Court in relation to the punishment of contempt of the Court.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
