Application and interpretation of Division
189A.—(1) This Division applies only in relation to a public company.[36/2014]
(2) In this Division, a reference to the register means the register of members required to be kept by a public company under section 190(1).[36/2014]
—(1) This Division applies only in relation to a public company.[36/2014]
(2) In this Division, a reference to the register means the register of members required to be kept by a public company under section 190(1).[36/2014]
Register and index of members of public companies
190.—(1) Every public company must keep a register of its members and enter therein —(a)
the names and addresses of the members, and in the case of a public company having a share capital a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member;
(b)
the date at which the name of each person was entered in the register as a member;
(c)
the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and
(d)
in the case of a public company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment.[36/2014]
(2) Despite anything in subsection (1), where the public company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company must alter the register to show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (1)(a).[36/2014]
(2A) Where a public company purchases one or more of its own shares or stocks in circumstances in which section 76H applies —(a)
the requirements of subsections (1)(a), (b) and (c) and (2) must be complied with unless the public company cancels all of the shares or stocks immediately after the purchase in accordance with section 76K(1); but
(b)
any share or stock which is so cancelled is to be disregarded for the purposes of subsections (1)(a) and (2).[36/2014]
(3) Despite anything in subsection (1), a public company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former members need not be supplied to any person who applies for a copy of the register unless the person specifically requests the names and particulars of former members.[36/2014]
(4) The register of members is prima facie evidence of any matters inserted therein as required or authorised by this Act.
Index of members of public company
(5) Every public company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index, keep an index in convenient form of the names of the members and must, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index.[36/2014]
(6) The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.
(7) If default is made in complying with this section, the public 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 $1,000 and also to a default penalty.[36/2014]
—(1) Every public company must keep a register of its members and enter therein —(a)
the names and addresses of the members, and in the case of a public company having a share capital a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member;
(b)
the date at which the name of each person was entered in the register as a member;
(c)
the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and
(d)
in the case of a public company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment.[36/2014]
(2) Despite anything in subsection (1), where the public company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company must alter the register to show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (1)(a).[36/2014]
(2A) Where a public company purchases one or more of its own shares or stocks in circumstances in which section 76H applies —(a)
the requirements of subsections (1)(a), (b) and (c) and (2) must be complied with unless the public company cancels all of the shares or stocks immediately after the purchase in accordance with section 76K(1); but
(b)
any share or stock which is so cancelled is to be disregarded for the purposes of subsections (1)(a) and (2).[36/2014]
(3) Despite anything in subsection (1), a public company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former members need not be supplied to any person who applies for a copy of the register unless the person specifically requests the names and particulars of former members.[36/2014]
(4) The register of members is prima facie evidence of any matters inserted therein as required or authorised by this Act.
(5) Every public company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index, keep an index in convenient form of the names of the members and must, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index.[36/2014]
(6) The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.
(7) If default is made in complying with this section, the public 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 $1,000 and also to a default penalty.[36/2014]
Where register to be kept
191.—(1) The register of members and index (if any) must be kept at the registered office of the public company, but —(a)
if the work of making them up is done at another office of the company in Singapore they may be kept at that other office; or
(b)
if the company arranges with some other person to make up the register and index (if any) on its behalf they may be kept at the office of that other person at which the work is done if that office is in Singapore.[36/2014]
(2) Every public company must, within 14 days after the register and index, if any, are first kept at a place other than the registered office, lodge with the Registrar notice of the place where the register and index (if any) are kept and must, within 14 days after any change in the place at which the register and index (if any) are kept, lodge with the Registrar notice of the change.[36/2014]
(3) If default is made in complying with this section, the public 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 $1,000 and also to a default penalty.[36/2014]
—(1) The register of members and index (if any) must be kept at the registered office of the public company, but —(a)
if the work of making them up is done at another office of the company in Singapore they may be kept at that other office; or
(b)
if the company arranges with some other person to make up the register and index (if any) on its behalf they may be kept at the office of that other person at which the work is done if that office is in Singapore.[36/2014]
(2) Every public company must, within 14 days after the register and index, if any, are first kept at a place other than the registered office, lodge with the Registrar notice of the place where the register and index (if any) are kept and must, within 14 days after any change in the place at which the register and index (if any) are kept, lodge with the Registrar notice of the change.[36/2014]
(3) If default is made in complying with this section, the public 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 $1,000 and also to a default penalty.[36/2014]
Inspection and closing of register
192.—(1) A public company may close the register of members or any class of members for one or more periods not exceeding 30 days in the aggregate in any calendar year.[36/2014]
(2) The register and index must be open to the inspection of any member without charge and of any other person on payment for each inspection of $1 or such less sum as the public company requires.[36/2014]
(3) Any member or other person may request the public company to furnish that member or other person with a copy of the register, or of any part thereof, but only so far as it relates to names, addresses, number of shares held and amounts paid on shares, on payment in advance of $1 or such less sum as the company requires for every page thereof required to be copied and the company must cause any copy so requested by any person to be sent to that person within a period of 21 days or within such further period as the Registrar considers reasonable in the circumstances commencing on the day next after the day on which the request is received by the company.[36/2014]
(4) If any copy so requested is not sent within the period prescribed by subsection (3), the public 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 $400 and also to a default penalty.[36/2014]
—(1) A public company may close the register of members or any class of members for one or more periods not exceeding 30 days in the aggregate in any calendar year.[36/2014]
(2) The register and index must be open to the inspection of any member without charge and of any other person on payment for each inspection of $1 or such less sum as the public company requires.[36/2014]
(3) Any member or other person may request the public company to furnish that member or other person with a copy of the register, or of any part thereof, but only so far as it relates to names, addresses, number of shares held and amounts paid on shares, on payment in advance of $1 or such less sum as the company requires for every page thereof required to be copied and the company must cause any copy so requested by any person to be sent to that person within a period of 21 days or within such further period as the Registrar considers reasonable in the circumstances commencing on the day next after the day on which the request is received by the company.[36/2014]
(4) If any copy so requested is not sent within the period prescribed by subsection (3), the public 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 $400 and also to a default penalty.[36/2014]
Consequences of default by agent
193. Where, by virtue of section 191(1)(b), the register of members is kept at the office of some person other than the public company, and by reason of any default of the person the company fails to comply with section 191(1) or (2) or with section 192 or with any requirements of this Act as to the production of the register, that other person shall be liable to the same penalties as if that other person were an officer of the company who was in default, and the power of the Court under section 399 extends to the making of orders against that other person and that other person’s officers and employees.[36/2014]
Power of Court to rectify register
194.—(1) If —(a)
the name of any person is without sufficient cause entered in or omitted from the register; or
(b)
default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member,
the person aggrieved or any member or the public company may apply to the Court for rectification of the register, and the Court may refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party to the application.
[36/2014]
(2) On any application under subsection (1), the Court may decide —(a)
any question relating to the title of any person who is a party to the application to have the person’s name entered in or omitted from the register, whether the question arises between members or alleged members or between members or alleged members on the one hand and the public company on the other hand; and
(b)
generally, any question necessary or expedient to be decided for the rectification of the register.[36/2014]
(3) The Court when making an order for rectification of the register must by its order direct a notice of the rectification to be so lodged.
(4) No application for the rectification of a register in respect of an entry which was made in the register more than 30 years before the date of the application may be entertained by the Court.
—(1) If —(a)
the name of any person is without sufficient cause entered in or omitted from the register; or
(b)
default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member,
the person aggrieved or any member or the public company may apply to the Court for rectification of the register, and the Court may refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party to the application.
[36/2014]
(2) On any application under subsection (1), the Court may decide —(a)
any question relating to the title of any person who is a party to the application to have the person’s name entered in or omitted from the register, whether the question arises between members or alleged members or between members or alleged members on the one hand and the public company on the other hand; and
(b)
generally, any question necessary or expedient to be decided for the rectification of the register.[36/2014]
(3) The Court when making an order for rectification of the register must by its order direct a notice of the rectification to be so lodged.
(4) No application for the rectification of a register in respect of an entry which was made in the register more than 30 years before the date of the application may be entertained by the Court.
Limitation of liability of trustee, etc., registered as holder of shares
195.—(1) Any trustee, executor or administrator of the estate of any deceased person who was registered in a register as the holder of a share in any company may become registered as the holder of that share as trustee, executor or administrator of that estate and is in respect of that share subject to the same liabilities and no more as he or she would have been subject to if the share had remained registered in the name of the deceased person.[15/2017]
(2) Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any company being a share registered in a register may with the consent of the company and of the registered holder of that share become registered as the holder of the share as trustee, executor or administrator of that estate and is in respect of the share subject to the same liabilities and no more as he or she would have been subject to if the share had been registered in the name of the deceased person.[15/2017]
(3) Shares in a company registered in a register and held by a trustee in respect of a particular trust must at the request of the trustee be marked in the register in such a way as to identify them as being held in respect of the trust.[15/2017]
(4) Subject to this section, no notice of any trust expressed, implied or constructive may be entered in a register or be receivable by the Registrar and no liabilities are affected by anything done pursuant to subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section and the company concerned is not affected by notice of any trust by anything so done.[15/2017]
—(1) Any trustee, executor or administrator of the estate of any deceased person who was registered in a register as the holder of a share in any company may become registered as the holder of that share as trustee, executor or administrator of that estate and is in respect of that share subject to the same liabilities and no more as he or she would have been subject to if the share had remained registered in the name of the deceased person.[15/2017]
(2) Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any company being a share registered in a register may with the consent of the company and of the registered holder of that share become registered as the holder of the share as trustee, executor or administrator of that estate and is in respect of the share subject to the same liabilities and no more as he or she would have been subject to if the share had been registered in the name of the deceased person.[15/2017]
(3) Shares in a company registered in a register and held by a trustee in respect of a particular trust must at the request of the trustee be marked in the register in such a way as to identify them as being held in respect of the trust.[15/2017]
(4) Subject to this section, no notice of any trust expressed, implied or constructive may be entered in a register or be receivable by the Registrar and no liabilities are affected by anything done pursuant to subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section and the company concerned is not affected by notice of any trust by anything so done.[15/2017]
Branch registers
196.—(1) A public company having a share capital may cause to be kept in any place outside Singapore a branch register of members which is deemed to be part of the company’s register of members.[36/2014]
(2) The public company must lodge with the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such notice must be lodged within 14 days after the opening of the office or of the change or discontinuance, as the case may be.[36/2014]
(3) A branch register must be kept in the same manner in which the principal register is by this Act required to be kept.
(4) The public company must transmit to the office at which its principal register is kept a copy of every entry in its branch register as soon as possible after the entry is made, and must cause to be kept at that office duly entered up from time to time a duplicate of its branch register, which is for all purposes of this Act deemed to be part of the principal register.[36/2014]
(5) Subject to this section with respect to the duplicate register, the shares registered in a branch register must be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a branch register may during the continuance of that registration be registered in any other register.
(6) A public company may discontinue a branch register and thereupon all entries in that register must be transferred to some other branch register kept by the company in the same place or to the principal register.[36/2014]
(7) This section applies to all public companies incorporated in Singapore.[36/2014]
(8) If by virtue of the law in force in any other country any corporation incorporated under that law keeps in Singapore a branch register of its members, the Minister may by order declare that the provisions of this Act relating to inspection, place of keeping and rectification of registers of members apply, subject to any modifications specified in the order, to and in relation to any such branch register kept in Singapore as they apply to and in relation to the registers of companies under this Act and thereupon those provisions are to apply accordingly.
(9) If default is made in complying with this section, the public company and every officer of the company who is in default and every person who, pursuant to section 191, has arranged to make up the principal register, and who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.[36/2014]
—(1) A public company having a share capital may cause to be kept in any place outside Singapore a branch register of members which is deemed to be part of the company’s register of members.[36/2014]
(2) The public company must lodge with the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such notice must be lodged within 14 days after the opening of the office or of the change or discontinuance, as the case may be.[36/2014]
(3) A branch register must be kept in the same manner in which the principal register is by this Act required to be kept.
(4) The public company must transmit to the office at which its principal register is kept a copy of every entry in its branch register as soon as possible after the entry is made, and must cause to be kept at that office duly entered up from time to time a duplicate of its branch register, which is for all purposes of this Act deemed to be part of the principal register.[36/2014]
(5) Subject to this section with respect to the duplicate register, the shares registered in a branch register must be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a branch register may during the continuance of that registration be registered in any other register.
(6) A public company may discontinue a branch register and thereupon all entries in that register must be transferred to some other branch register kept by the company in the same place or to the principal register.[36/2014]
(7) This section applies to all public companies incorporated in Singapore.[36/2014]
(8) If by virtue of the law in force in any other country any corporation incorporated under that law keeps in Singapore a branch register of its members, the Minister may by order declare that the provisions of this Act relating to inspection, place of keeping and rectification of registers of members apply, subject to any modifications specified in the order, to and in relation to any such branch register kept in Singapore as they apply to and in relation to the registers of companies under this Act and thereupon those provisions are to apply accordingly.
(9) If default is made in complying with this section, the public company and every officer of the company who is in default and every person who, pursuant to section 191, has arranged to make up the principal register, and who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.[36/2014]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
